Common use of Assumption Clause in Contracts

Assumption. If an AmBev Third Party Claim is made against an indemnified party, Interbrew shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by Interbrew; provided, however, that such counsel is not reasonably objected to by AmBev. Should Interbrew so elect to assume the defense of an AmBev Third Party Claim, Interbrew shall not be liable to the applicable AmBev Indemnitee for any legal expenses subsequently incurred by such AmBev Indemnitee in connection with the defense thereof. If Interbrew assumes such defense, AmBev shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrew), at its own expense, separate from the counsel employed by Interbrew, it being understood that Interbrew shall control such defense. Interbrew shall be liable for the fees and expenses of counsel employed by AmBev for any period during which Interbrew has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee shall have failed to give notice of the AmBev Third Party Claim as provided above). If Interbrew chooses to defend or prosecute an AmBev Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrew's request) the provision to Interbrew of records and information that are reasonably relevant to such AmBev Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not Interbrew assumes the defense of an AmBev Third Party Claim, no AmBev Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any AmBev Third Party Claim without Interbrew's prior written consent (which consent shall not be unreasonably withheld). If Interbrew assumes the defense of an AmBev Third Party Claim, the applicable AmBev Indemnitee shall agree to any settlement, compromise or discharge of such AmBev Third Party Claim that Interbrew may recommend and that by its terms obligates Interbrew to pay the full amount of the liability in connection with such AmBev Third Party Claim, which releases AmBev completely in connection with such AmBev Third Party Claim and that could not otherwise adversely affect AmBev. Notwithstanding the foregoing, Interbrew shall not be entitled to assume the defense of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee in defending such AmBev Third Party Claim) if the AmBev Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an AmBev Indemnitee that AmBev reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew shall be entitled to assume the defense of the portion relating to money damages.

Assumption. If an AmBev Interbrew Third Party Claim is made against an indemnified party, Interbrew AmBev shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by InterbrewAmBev; provided, however, that such counsel is not reasonably objected to by AmBevInterbrew. Should Interbrew AmBev so elect to assume the defense of an AmBev Interbrew Third Party Claim, Interbrew AmBev shall not be liable to the applicable AmBev Interbrew Indemnitee for any legal expenses subsequently incurred by such AmBev Interbrew Indemnitee in connection with the defense thereof. If Interbrew AmBev assumes such defense, AmBev Interbrew shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by InterbrewAmBev), at its own expense, separate from the counsel employed by InterbrewAmBev, it being understood that Interbrew AmBev shall control such defense. Interbrew AmBev shall be liable for the fees and expenses of counsel employed by AmBev Interbrew for any period during which Interbrew AmBev has not assumed the defense thereof (other than during any period in which an AmBev Interbrew Indemnitee shall have failed to give notice of the AmBev Interbrew Third Party Claim as provided above). If Interbrew AmBev chooses to defend or prosecute an AmBev Interbrew Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon InterbrewAmBev's request) the provision to Interbrew AmBev of records and information that are reasonably relevant to such AmBev Interbrew Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not Interbrew AmBev assumes the defense of an AmBev Interbrew Third Party Claim, no AmBev Interbrew Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any AmBev Interbrew Third Party Claim without InterbrewAmBev's prior written consent (which consent shall not be unreasonably withheld). If Interbrew AmBev assumes the defense of an AmBev Interbrew Third Party Claim, the applicable AmBev Interbrew Indemnitee shall agree to any settlement, compromise or discharge of such AmBev Interbrew Third Party Claim that Interbrew AmBev may recommend and that by its terms obligates Interbrew AmBev to pay the full amount of the liability in connection with such AmBev Interbrew Third Party Claim, which releases AmBev Interbrew completely in connection with such AmBev Interbrew Third Party Claim and that could not otherwise adversely affect AmBevInterbrew. Notwithstanding the foregoing, Interbrew AmBev shall not be entitled to assume the defense of any AmBev Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev an Interbrew Indemnitee in defending such AmBev Interbrew Third Party Claim) if the AmBev Interbrew Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an AmBev Interbrew Indemnitee that AmBev Interbrew reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the AmBev Interbrew Third Party Claim can be so separated from that for money damages, Interbrew AmBev shall be entitled to assume the defense of the portion relating to money damages.

Assumption. If an AmBev a Third Party Claim is made against an indemnified party, Interbrew the indemnifying party shall be entitled to participate participate, at its own expense, in the defense thereof and, if it so chooses, to assume the defense thereof thereof, at its own expense, with counsel selected by Interbrewthe indemnifying party; provided, however, that such counsel is not reasonably objected to by AmBevthe indemnified party. Should Interbrew the indemnifying party so elect to assume the defense of an AmBev a Third Party Claim, Interbrew the indemnifying party shall not be liable to the applicable AmBev Indemnitee indemnified party for any legal expenses subsequently incurred by such AmBev Indemnitee the indemnified party in connection with the defense thereof. If Interbrew the indemnifying party assumes such defense, AmBev the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrewthe indemnifying party), at its own expense, separate from the counsel employed by Interbrewthe indemnifying party, it being understood that Interbrew the indemnifying party shall control such defense. Interbrew The indemnifying party shall be liable for the fees and expenses of one counsel and one local counsel employed by AmBev the indemnified party for any period during which Interbrew the indemnifying party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee the indemnified party shall have failed to give notice of the AmBev Third Party Claim as provided above). If Interbrew the indemnifying party chooses to defend or prosecute an AmBev a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereofthereof and the indemnifying party shall reimburse the indemnified party for its reasonable out-of-pocket expenses therefor (other than the fees and expenses of counsel employed by the indemnified party, which are governed by the second preceding sentence in this Section 10.6(b)). Such cooperation shall include the retention retention, and (upon Interbrew's the indemnifying party’s request) the provision to Interbrew the indemnifying party, of records and information that are reasonably relevant to such AmBev Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not Interbrew the indemnifying party assumes the defense of an AmBev a Third Party Claim, no AmBev Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or dischargedischarge or consent to the entry of any judgment for, any AmBev such Third Party Claim without Interbrew's the indemnifying party’s prior written consent (which consent shall not be unreasonably withheldwithheld or delayed). If Interbrew the indemnifying party assumes the defense of an AmBev a Third Party Claim, the applicable AmBev Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such AmBev a Third Party Claim that Interbrew the indemnifying party may recommend and that by its terms obligates Interbrew the indemnifying party to pay the full amount of the liability in connection with such AmBev Third Party Claim, which releases AmBev the indemnified party completely in connection with such AmBev Third Party Claim and that could would not otherwise adversely affect AmBevthe indemnified party. Notwithstanding the foregoing, Interbrew the indemnifying party shall not be entitled to assume the defense of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of one counsel and one local counsel incurred by any AmBev Indemnitee the indemnified party in defending such AmBev Third Party Claim) if the AmBev Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an AmBev Indemnitee the indemnified party that AmBev the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If in the reasonable opinion of counsel for the indemnified party, there is a conflict of interest between the indemnified party and the indemnifying party, then the indemnifying party shall not be entitled to assume the defense of any Third Party Claim until it executes a joint defense agreement with the indemnified party in form reasonably satisfactory to both parties. If such equitable relief or other relief portion of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew the indemnifying party shall be entitled to assume the defense of the portion relating to money damages.

Assumption. If an AmBev Interbrew Third Party Claim is made against an indemnified party, Interbrew BRC, on behalf of the other Indemnifying SB Parties, shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by InterbrewBRC; provided, however, that such counsel is not reasonably objected to by AmBevsuch indemnified party. Should Interbrew BRC so elect to assume the defense of an AmBev Interbrew Third Party Claim, Interbrew BRC shall not be liable to the applicable AmBev Indemnitee indemnified party for any legal expenses subsequently incurred by such AmBev Indemnitee indemnified party in connection with the defense thereof. If Interbrew BRC assumes such defense, AmBev such indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by InterbrewBRC), at its own expense, separate from the counsel employed by InterbrewBRC, it being understood that Interbrew BRC shall control such defense. Interbrew BRC shall be liable for the fees and expenses of counsel employed by AmBev such indemnified party for any period during which Interbrew BRC has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee such indemnified party shall have failed to give notice of the AmBev Interbrew Third Party Claim as provided above). If Interbrew BRC chooses to defend or prosecute an AmBev Interbrew Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon InterbrewBRC's request) the provision to Interbrew BRC of records and information that are reasonably relevant to such AmBev Interbrew Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not Interbrew BRC assumes the defense of an AmBev Interbrew Third Party Claim, no AmBev Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any AmBev such Interbrew Third Party Claim without InterbrewBRC's prior written consent (which consent shall not be unreasonably withheld). If Interbrew BRC assumes the defense of an AmBev Interbrew Third Party Claim, the applicable AmBev Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such AmBev an Interbrew Third Party Claim that Interbrew BRC may recommend and that by its terms obligates Interbrew BRC to pay the full amount of the liability Liability in connection with such AmBev Interbrew Third Party Claim, which releases AmBev such indemnified party completely in connection with such AmBev Interbrew Third Party Claim and that could not otherwise adversely affect AmBevsuch indemnified party. Notwithstanding the foregoing, Interbrew BRC shall not be entitled to assume the defense of any AmBev Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee Interbrew in defending such AmBev Interbrew Third Party Claim) if the AmBev Interbrew Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an AmBev Indemnitee Interbrew that AmBev Interbrew reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the AmBev Interbrew Third Party Claim can be so separated from that for money damages, Interbrew BRC shall be entitled to assume the defense of the portion relating to money damages.

Assumption. If an AmBev a Third Party Claim is made against an indemnified party, Interbrew the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by Interbrewthe indemnifying party; provided, however, that such counsel is not reasonably objected to by AmBevthe indemnified party. Should Interbrew the indemnifying party so elect to assume the defense of an AmBev a Third Party Claim, Interbrew the indemnifying party shall not be liable to the applicable AmBev Indemnitee indemnified party for any legal expenses subsequently incurred by such AmBev Indemnitee the indemnified party in connection with the defense thereof. If Interbrew the indemnifying party assumes such defense, AmBev the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrewthe indemnifying party)), at its own expense, separate from the counsel employed by Interbrewthe indemnifying party, it being understood that Interbrew the indemnifying party shall control such defense. Interbrew The indemnifying party shall be liable for the fees and expenses of counsel employed by AmBev the indemnified party for any period during which Interbrew the indemnifying party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee the indemnified party shall have failed to give notice of the AmBev Third Party Claim as provided above). If Interbrew the indemnifying party chooses to defend or prosecute an AmBev a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrew's the indemnifying party’s request) the provision to Interbrew the indemnifying party of records and information that are reasonably relevant to such AmBev Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not Interbrew the indemnifying party assumes the defense of an AmBev a Third Party Claim, no AmBev Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any AmBev such Third Party Claim without Interbrew's the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld). If Interbrew the indemnifying party assumes the defense of an AmBev a Third Party Claim, the applicable AmBev Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such AmBev a Third Party Claim that Interbrew the indemnifying party may recommend and that by its terms obligates Interbrew the indemnifying party to pay the full amount of the liability in connection with such AmBev Third Party Claim, which releases AmBev the indemnified party completely in connection with such AmBev Third Party Claim and that could would not otherwise adversely affect AmBevthe indemnified party. Notwithstanding the foregoing, Interbrew the indemnifying party shall not be entitled to assume the defense of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee the indemnified party in defending such AmBev Third Party Claim) if the AmBev Third Party Claim seeks an order, injunction injunction, or other equitable relief or relief for other than money damages against an AmBev Indemnitee the indemnified party that AmBev the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew the indemnifying party shall be entitled to assume the defense of the portion relating to money damages.

Assumption. If an AmBev a Third Party Claim is made against an indemnified partythe Indemnified Person, Interbrew the Indemnifying Person shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by Interbrewthe Indemnifying Person that is reasonably acceptable to the Indemnified Person; provided, howeverthat the Indemnifying Person shall not be entitled to assume or continue control of the defense of any Third Party Claim if (i) the Third Party Claim relates to or arises in connection with any criminal or quasi-criminal Proceeding, that such counsel (ii) the Third Party Claim principally seeks an injunction or equitable relief against the Indemnified Person, (iii) the Third Party Claim would reasonably be expected to have a material adverse effect on the Indemnified Person’s business or principally relates to its customers or (iv) the Indemnifying Person has failed or is not reasonably objected failing to by AmBevuse diligent and good faith efforts to defend or prosecute the Third Party Claim. Should Interbrew the Indemnifying Person so elect in writing to assume the defense of an AmBev a Third Party Claim, Interbrew (x) the Indemnifying Person shall defend such Third Party Claim in good faith and (y) the Indemnifying Person shall not be liable to the applicable AmBev Indemnitee Indemnified Person for any legal expenses subsequently incurred by such AmBev Indemnitee the Indemnified Person in connection with the defense thereof; provided, that if on the advice of counsel to the Indemnified Person, (1) there are legal defenses available to the Indemnified Person that are different from or additional to those available to the Indemnifying Person; or (2) there exists reasonable likelihood of a conflict of interest between the Indemnifying Person and the Indemnified Person, the Indemnifying Person shall be liable for the reasonable fees and expenses of counsel to the Indemnified Person in each jurisdiction for which the Indemnified Person determines counsel is required. If Interbrew the Indemnifying Person assumes such defense, AmBev the Indemnified Person shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected counsel, subject to by Interbrew), at its own expensethe immediately preceding sentence, separate from the counsel employed by Interbrewthe Indemnifying Person, it being understood that Interbrew the Indemnifying Person shall control such defense. Interbrew the Indemnifying Person shall be liable for the fees and expenses of counsel employed by AmBev the Indemnified Person for any period during which Interbrew the Indemnifying Person has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee the Indemnified Person shall have failed to give notice of the AmBev Third Party Claim as provided above). If Interbrew the Indemnifying Person chooses to defend or prosecute an AmBev a Third Party Claim, all the indemnified parties shall reasonably cooperate in the defense or prosecution thereofthereof upon the request of, and at the sole cost and expense of, the Indemnifying Person. Such cooperation shall include the retention of, and (upon Interbrew's the Indemnifying Person’s written request) , the provision to Interbrew of of, records and information that are reasonably relevant to such AmBev Third Party Claim (which shall be subject to Section 5.1 and Section 6.14(h)). Whether or not the Indemnifying Person assumes the defense of a Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or the Indemnified Person shall not Interbrew assumes the defense of an AmBev Third Party Claim, no AmBev Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any AmBev discharge such Third Party Claim without Interbrew's the Indemnifying Person’s prior written consent (which consent shall not to be unreasonably withheld, conditioned or delayed). If Interbrew the Indemnifying Person assumes the defense of an AmBev a Third Party Claim, the applicable AmBev Indemnitee Indemnified Person shall agree to any settlement, compromise or discharge of such AmBev a Third Party Claim that Interbrew the Indemnifying Person may recommend and that by its terms (i) involves only money damages and does not seek an injunction, equitable relief or other nonmonetary relief against any the Indemnified Person, including the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Person, (ii) contains an unconditional release of each the Indemnified Person with respect to such Third Party Claim, (iii) includes no finding or admission of fault or misconduct by the Indemnified Person, and (iv) obligates Interbrew the Indemnifying Person to pay the full amount of the liability in connection with such AmBev Third Party Claimtherewith (a settlement, compromise or discharge meeting all requirements of clauses (i) through (iv), a “Specified Settlement”); provided, however, that the Indemnifying Person shall not, without prior written consent of the Indemnified Person (which releases AmBev completely in connection with such AmBev consent shall not be unreasonably withheld, conditioned or delayed), settle, compromise or offer to settle or compromise any Third Party Claim and that could not otherwise adversely affect AmBev. Notwithstanding the foregoingexcept if such settlement, Interbrew shall not be entitled to assume the defense of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee in defending such AmBev Third Party Claim) if the AmBev Third Party Claim seeks an order, injunction compromise or other equitable relief or relief for other than money damages against an AmBev Indemnitee that AmBev reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew shall be entitled to assume the defense of the portion relating to money damagesoffer is a Specified Settlement.

Assumption. If an AmBev a Third Party Claim is made against an indemnified party, Interbrew the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by Interbrewthe indemnifying party; provided, however, provided that such counsel is not reasonably objected to by AmBevthe indemnified party. Should Interbrew the indemnifying party so elect to assume the defense of an AmBev a Third Party Claim, Interbrew the indemnifying party shall not be liable to the applicable AmBev Indemnitee indemnified party for any legal expenses subsequently incurred by such AmBev Indemnitee the indemnified party in connection with the defense thereofthereof provided that if (i) the indemnifying party fails to take reasonable steps necessary to defend diligently such matter or (ii) a reasonable likelihood exists of a conflict of interest between the indemnifying party and the indemnified party, the indemnified party may assume its own defense, and the indemnifying party shall be liable for all reasonable costs or expenses paid or incurred by the indemnified party in connection therewith. If Interbrew the indemnifying party assumes such defense, AmBev the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrew)counsel, at its own expense, separate from the counsel employed by Interbrewthe indemnifying party, it being understood that Interbrew the indemnifying party shall control such defense. Interbrew The indemnifying party shall be liable for the fees and expenses of counsel employed by AmBev the indemnified party for any period during which Interbrew the indemnifying party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee shall have failed to give notice of the AmBev Third Party Claim as provided above)thereof. If Interbrew chooses the indemnifying party elects to defend or prosecute an AmBev assume the defense of a Third Party Claim, all the indemnified parties shall cooperate in (at the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrew's request) the provision to Interbrew of records and information that are reasonably relevant to such AmBev Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not Interbrew assumes the defense of an AmBev Third Party Claim, no AmBev Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any AmBev Third Party Claim without Interbrew's prior written consent (which consent shall not be unreasonably withheld). If Interbrew assumes the defense of an AmBev Third Party Claim, the applicable AmBev Indemnitee shall agree to any settlement, compromise or discharge of such AmBev Third Party Claim that Interbrew may recommend and that by its terms obligates Interbrew to pay the full amount of the liability in connection with such AmBev Third Party Claim, which releases AmBev completely in connection with such AmBev Third Party Claim and that could not otherwise adversely affect AmBev. Notwithstanding the foregoing, Interbrew shall not be entitled to assume the defense of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee in defending such AmBev Third Party Claim) if the AmBev Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an AmBev Indemnitee that AmBev reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew shall be entitled to assume the defense of the portion relating to money damages.indemnifying party’s

Assumption. If an AmBev a SB Third Party Claim is made against an indemnified party, Interbrew each Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by Interbrewthe Indemnifying Parties; provided, however, that such counsel is not reasonably objected to by AmBevsuch indemnified party. Should Interbrew any Indemnifying Party so elect to assume the defense of an AmBev SB Third Party Claim, Interbrew none of the Indemnifying Parties shall not be liable to the applicable AmBev Indemnitee any indemnified party for any legal expenses subsequently incurred by such AmBev Indemnitee indemnified party in connection with the defense thereof. If Interbrew any Indemnifying Party assumes such defense, AmBev such indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrewthe Indemnifying Parties), at its own expense, separate from the counsel employed by Interbrew, the Indemnifying Parties it being understood that Interbrew the Indemnifying Parties shall control such defense. Interbrew The relevant Indemnifying Party shall be liable for the fees and expenses of counsel employed by AmBev such indemnified party for any period during which Interbrew has the Indemnifying Parties have not assumed the defense thereof (other than during any period in which an AmBev Indemnitee such indemnified party shall have failed to give notice of the AmBev SB Third Party Claim as provided above). If Interbrew any Indemnifying Party chooses to defend or prosecute an AmBev a SB Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrewany Indemnifying Party's request) the provision to Interbrew the Indemnifying Parties of records and information that are reasonably relevant to such AmBev SB Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not Interbrew any Indemnifying Party assumes the defense of an AmBev a SB Third Party Claim, no AmBev Indemnitee indemnified party shall admit any liability with respect to, or settle, compromise or discharge, any AmBev such SB Third Party Claim without Interbrew's the indemnified parties' prior written consent (which consent shall not be unreasonably withheld). If Interbrew any Indemnifying Party assumes the defense of an AmBev SB Third Party Claim, the applicable AmBev Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such AmBev an SB Third Party Claim that Interbrew such indemnified party may recommend and that by its terms obligates Interbrew to pay the full amount of the liability in connection with such AmBev SB Third Party Claim, which releases AmBev the indemnified party completely in connection with such AmBev SB Third Party Claim and that could not otherwise adversely affect AmBevthe indemnified party. Notwithstanding the foregoing, Interbrew no indemnified party shall not be entitled to assume the defense of any AmBev SB Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee the indemnified party in defending such AmBev SB Third Party Claim) if the AmBev SB Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an AmBev Indemnitee the indemnified party that AmBev the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the AmBev SB Third Party Claim can be so separated from that for money damages, Interbrew the relevant indemnified party shall be entitled to assume the defense of the portion relating to money damages.

Assumption. If an AmBev a Third Party Claim is made against an indemnified partyparty and the indemnifying party affirms in writing that the indemnifying party is required to indemnify the indemnified party under Section 9.02 or 9.03 in respect of such Third Party Claim, Interbrew the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by Interbrewthe indemnifying party; provided, however, that such counsel is not reasonably objected to by AmBevthe indemnified party; provided, further, that the indemnifying party shall not be entitled to assume the defense of any Third-Party Claim if (i) the indemnified party shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the indemnifying party, and, in the reasonable opinion of the indemnified party, counsel for the indemnifying party could not adequately represent the interests of the indemnified party because such interests could be in conflict with those of the indemnifying party, (ii) such Third-Party Claim is reasonably likely to have a material and adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the indemnifying party, (iii) such Third-Party Claim involves injunctive or other non-monetary relief (provided that if such Third-Party Claim includes a request for injunctive or other non-monetary relief, the indemnifying party may assume the defense of such Third-Party Claim so long as the indemnified party has joint control of the defense of the portion of such Third-Party Claim relating to the request for injunctive or other non-monetary relief) or (iv) the indemnifying party shall not have assumed the defense of such Third-Party Claim in a timely fashion (but in any event within 30 days of written notice of such Third-Party Claim). Should Interbrew the indemnifying party so elect to assume the defense of an AmBev a Third Party Claim, Interbrew the indemnifying party shall not be liable to the applicable AmBev Indemnitee indemnified party for any legal expenses subsequently incurred by such AmBev Indemnitee the indemnified party in connection with the defense thereof. If Interbrew the indemnifying party assumes such defense, AmBev the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrewthe indemnifying party), at its own expense, separate from the counsel employed by Interbrewthe indemnifying party, it being understood that Interbrew the indemnifying party shall control such defense. Interbrew The indemnifying party shall be liable for the fees and expenses of counsel employed by AmBev the indemnified party for any period during which Interbrew the indemnifying party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee shall have failed to give notice of the AmBev Third Party Claim as provided above)thereof. If Interbrew the indemnifying party chooses to defend or prosecute an AmBev a Third Party Claim, the indemnifying party shall keep the indemnified party reasonably apprised of the status of the Third-Party Claim and shall furnish the indemnified party with copies of all notices and documents (including court papers) received by the indemnifying party relating to the Third Party Claim, and all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrew's the indemnifying party’s request) the provision to Interbrew the indemnifying party of records and information that are reasonably relevant to such AmBev Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not Interbrew the indemnifying party assumes the defense of an AmBev a Third Party Claim, no AmBev Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any AmBev such Third Party Claim without Interbrew's the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). If Interbrew the indemnifying party assumes the defense of an AmBev a Third Party Claim, the applicable AmBev Indemnitee indemnifying party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the indemnified party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the indemnified party shall agree to any settlement, compromise or discharge of such AmBev a Third Party Claim that Interbrew the indemnifying party may recommend and that by its terms obligates Interbrew the indemnifying party to pay the full amount of the liability in connection with such AmBev Third Party Claim, which releases AmBev the indemnified party completely and unconditionally from all liability in connection with such AmBev Third Party Claim and that could would not otherwise adversely affect AmBev. Notwithstanding the foregoing, Interbrew shall not be entitled to assume the defense of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee in defending such AmBev Third Party Claim) if the AmBev Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an AmBev Indemnitee that AmBev reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew shall be entitled to assume the defense of the portion relating to money damagesindemnified party.

Assumption. If an AmBev a Third Party Claim is made against an indemnified partyIndemnified Party, Interbrew the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by Interbrew; provided, however, that such counsel is not the indemnifying party and reasonably objected acceptable to by AmBevthe Indemnified Party. Should Interbrew the indemnifying party so elect to assume the defense of an AmBev a Third Party Claim, Interbrew the indemnifying party shall not be liable to the applicable AmBev Indemnitee Indemnified Party for any legal expenses subsequently incurred by such AmBev Indemnitee the Indemnified Party in connection with the defense thereof. If Interbrew the indemnifying party assumes such defense, AmBev the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected acceptable to by Interbrewthe indemnifying party), at its own expense, separate from the counsel employed by Interbrewthe indemnifying party, it being understood that Interbrew the indemnifying party shall control such defense. Interbrew The indemnifying party shall be liable for the fees and expenses of counsel employed by AmBev the Indemnified Party for any period during which Interbrew the indemnifying party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee the Indemnified Party shall have failed to give notice of the AmBev Third Party Claim as provided above)) to the extent the Third Party Claim is indemnifiable hereunder. If Interbrew the indemnifying party chooses to defend or prosecute an AmBev a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrew's the indemnifying party’s reasonable request) the provision to Interbrew the indemnifying party of records and information that are reasonably relevant to such AmBev Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not Interbrew the indemnifying party assumes the defense of an AmBev a Third Party Claim, no AmBev Indemnitee the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, any AmBev such Third Party Claim without Interbrew's the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld). If Interbrew the indemnifying party assumes the defense of an AmBev a Third Party Claim, the applicable AmBev Indemnitee Indemnified Party shall agree to any settlement, compromise or discharge of such AmBev a Third Party Claim that Interbrew the indemnifying party may recommend and that by its terms obligates Interbrew the indemnifying party to pay the full amount of the liability in connection with such AmBev Third Party Claim, Claim and which fully releases AmBev completely the Indemnified Party of any and all obligations in connection with such AmBev Third Party Claim and that could not otherwise adversely affect AmBev. Notwithstanding the foregoing, Interbrew shall not be entitled to assume the defense of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee in defending such AmBev Third Party Claim) if the AmBev Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an AmBev Indemnitee that AmBev reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew shall be entitled to assume the defense of the portion relating to money damages.

Assumption. If an AmBev a Third Party Claim is made against an indemnified partyIndemnified Party, Interbrew the indemnifying party shall be entitled to participate in the defense thereof and, if it so choosessubject to the limitations set forth in Section 9.04(c), to assume the defense thereof with counsel selected by Interbrewthe indemnifying party; provided, however, that (i) such counsel is not reasonably objected to by AmBevthe Indemnified Party, (ii) prior to assuming control of such defense, the indemnifying party must furnish the Indemnified Party with evidence that the indemnifying party has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations, if any, hereunder. Should Interbrew so elect In the event that the indemnifying party assumes the defense of a Third-Party Claim in accordance with this Section 9.04, the indemnifying party shall have a sixty (60) day period (the “Discovery Period”) following receipt by the indemnifying party of notice of such Third Party Claim during which the indemnifying party shall be entitled to reasonable discovery with respect to the indemnifiable nature of the claims. The indemnifying party and the Indemnified Party shall reasonably cooperate with each other with respect to such discovery. If the indemnifying party does not provide written notice to the Indemnified Party by the end of the Discovery Period that it no longer continues to assume the defense of an AmBev Third the Third-Party Claim, Interbrew the claims made in that Third-Party Claim will be conclusively established for purposes of this Agreement as within the scope of and subject to indemnification hereunder. Should the indemnifying party so elect to assume and continue the defense of a Third Party Claim in accordance with and subject to the limitations of this Section 9.04, the indemnifying party shall not be liable to the applicable AmBev Indemnitee Indemnified Party for any legal expenses subsequently incurred by such AmBev Indemnitee the Indemnified Party in connection with the defense thereofthereof following the Discovery Period. If Interbrew the indemnifying party assumes such defense, AmBev the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrewthe indemnifying party), at its own expense, separate from the counsel employed by Interbrewthe indemnifying party, it being understood that Interbrew the indemnifying party shall control such defense. Interbrew defense in accordance with and subject to the limitations of this Section 9.04; provided, however that the indemnifying party shall be liable for the fees and expenses of counsel employed by AmBev the Indemnified Party (A) for any period during which Interbrew the indemnifying party has not assumed the defense thereof or (other than during any period B) if the Indemnified Party shall reasonably conclude, after consultation with outside legal counsel, that there is a conflict of interest between the indemnifying party and the Indemnified Party in which an AmBev Indemnitee shall have failed to give notice the conduct of the AmBev Third Party Claim as provided above)defense of such claim. If Interbrew chooses Each party shall reasonably cooperate, and shall cause its affiliates to defend or prosecute an AmBev Third Party Claim, all the indemnified parties shall reasonably cooperate in the defense or prosecution thereof. Such cooperation of any Third Party Claim and shall include the retention retain and (provide upon Interbrew's request) the provision to Interbrew of reasonable request records and information that are reasonably relevant to such AmBev Third Party Claim, Claim and making make employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not Interbrew If the indemnifying party assumes the defense of an AmBev Third Party Claim, no AmBev Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any AmBev a Third Party Claim without Interbrew's in accordance with and subject to the limitations of this Section 9.04, the indemnifying party shall obtain the prior written consent of the Indemnified Party (which such consent shall not be unreasonably withheld). If Interbrew assumes the defense ) before entering into any settlement of an AmBev such Third Party Claim; provided, however that consent of the applicable AmBev Indemnitee Indemnified Party shall agree to not be required for any settlement, compromise or discharge such settlement if (X) such settlement includes an unconditional release of such AmBev Third Indemnified Party Claim from all liability on claims that Interbrew may recommend and that by its terms obligates Interbrew to pay are the full amount subject matter of the liability in connection with such AmBev Third Party Claim, which releases AmBev completely in connection with such AmBev Third Party Claim and that could does not otherwise adversely affect AmBev. Notwithstanding the foregoinginclude any statement as to or any admission of fault, Interbrew shall not be entitled culpability or a failure to assume the defense act by or on behalf of any AmBev Third Party Claim Indemnified Party, (Y) the sole relief provided is monetary damages that are paid in full by the indemnifying party and shall be liable for the reasonable fees and expenses of counsel incurred by (Z) such settlement does not permit any AmBev Indemnitee in defending such AmBev Third Party Claim) if the AmBev Third Party Claim seeks an order, injunction or other equitable relief to be entered, directly or relief for other than money damages indirectly, against an AmBev Indemnitee that AmBev reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damagesthe Indemnified Party. If such equitable relief or other relief portion of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew shall be entitled to indemnifying party does not assume the defense of a Third Party Claim, the portion relating Indemnified Party shall not be entitled to money damagesindemnification hereunder with respect thereto if it has admitted liability with respect to, or settled, compromised or discharged, such Third Party Claim without the indemnifying party’s prior written consent (such consent not to be unreasonably withheld).

Assumption. If an AmBev Third Party Except as provided in Section 8.02(c) of this TMA, if a Tax Claim is made against an indemnified party, Interbrew the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with professional advisors and counsel selected by Interbrewthe indemnifying party; provided, however, that such professional advisors or counsel is are not reasonably objected to by AmBevthe indemnified party. Should Interbrew the indemnifying party so elect to assume the defense of an AmBev Third Party a Tax Claim, Interbrew the indemnifying party shall not be liable to the applicable AmBev Indemnitee indemnified party for any legal fees or expenses relating to such professional advisors or counsel subsequently incurred by such AmBev Indemnitee the indemnified party in connection with the defense thereof. If Interbrew the indemnifying party assumes such defense, AmBev the indemnified party shall have the right to participate in the defense thereof and to employ professional advisors and counsel (not reasonably objected to by Interbrewthe indemnifying party), at its own expense, separate from the professional advisors and counsel employed by Interbrewthe indemnifying party, it being understood that Interbrew the indemnifying party shall control such defense. Interbrew The indemnifying party shall be liable for the fees and expenses of professional advisors and counsel employed by AmBev the indemnified party for any period during which Interbrew the indemnifying party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee shall have failed to give notice of the AmBev Third Party Claim as provided above)thereof. If Interbrew the indemnifying party chooses to defend or prosecute an AmBev Third Party a Tax Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrew's the indemnifying party’s request) the provision to Interbrew the indemnifying party of records and information that are reasonably relevant to such AmBev Third Party Tax Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, cooperating and assisting in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters. Whether or not Interbrew the indemnifying party assumes the defense of an AmBev Third Party a Tax Claim, no AmBev Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any AmBev Third Party such Tax Claim without Interbrew's the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld)consent. If Interbrew the indemnifying party assumes the defense of an AmBev Third Party a Tax Claim, the applicable AmBev Indemnitee indemnified party shall agree to any settlement, compromise compromise, or discharge of such AmBev Third Party a Tax Claim that Interbrew the indemnifying party may recommend and that by its terms obligates Interbrew the indemnifying party to pay the full amount of the liability in connection with such AmBev Third Party Tax Claim; provided that if such settlement, which releases AmBev completely compromise or discharge imposes conditions, costs or other detriments (in addition to the liability in connection with such AmBev Third Party Claim and that could not otherwise adversely affect AmBev. Notwithstanding the foregoing, Interbrew shall not be entitled to assume the defense of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee in defending such AmBev Third Party Tax Claim) if upon the AmBev Third Party Claim seeks an orderindemnified party, injunction or other equitable relief or relief for other than money damages against an AmBev Indemnitee that AmBev reasonably determinessuch indemnified party may use its reasonable judgment in determining whether to so agree, after conferring with its outside counsel, cansuch agreement not to be separated from any related claim for money damages. If such equitable relief or other relief portion of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew shall be entitled to assume the defense of the portion relating to money damagesunreasonably withheld.

Assumption. If an AmBev a Third Party Claim is made against an indemnified partyIndemnified Party, Interbrew the Indemnifying Party shall be entitled to participate in or control the defense thereof andand (unless the Indemnifying Party fails to actively defend such Third Party Claim), if it so chooses, to assume the defense thereof with counsel selected by Interbrewthe Indemnifying Party; provided, however, that such counsel is not reasonably objected to by AmBevthe Indemnified Party. Should Interbrew so elect to assume If the Indemnifying Party assumes the defense of an AmBev a Third Party ClaimClaim in accordance with this Section 10.5(b), Interbrew (i) the Indemnifying Party shall not be liable to the applicable AmBev Indemnitee Indemnified Party for any legal expenses subsequently incurred by such AmBev Indemnitee the Indemnified Party in connection with the defense thereof. Any such participation or assumption shall not constitute a waiver by any party of any attorney-client privilege in connection with such Third Party Claim. If Interbrew the Indemnifying Party assumes such defensethe defense of a Third Party Claim in accordance with this Section 10.5(b), AmBev the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrew), at its own expensecounsel, separate from the counsel employed by Interbrewthe Indemnifying Party, at its own expense unless representation of both Parties by the same counsel would represent a conflict of interest for such counsel under applicable standards of professional conduct for attorneys, in which case the Indemnifying Party will pay the reasonable fees and expenses of such counsel (selection not to be unreasonably objected to by the Indemnifying Party); provided that in no event shall the Indemnifying Party be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to local counsel in each relevant jurisdiction), it being understood that Interbrew the Indemnifying Party shall control such defense. Interbrew The Indemnifying Party shall be liable for the fees and expenses of counsel employed by AmBev the Indemnified Party for any period during which Interbrew the Indemnifying Party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee shall have failed to give notice of the AmBev Third Party Claim as provided above)thereof. If Interbrew the Indemnifying Party chooses to defend or prosecute an AmBev a Third Party Claim, all the indemnified parties Indemnified Parties shall reasonably cooperate in the defense or prosecution thereof. Such reasonable cooperation shall include the retention and (upon Interbrew's the Indemnifying Party’s request) the provision to Interbrew the Indemnifying Party of records and information that are reasonably relevant to such AmBev Third Party Claim, and making employees available on a mutually convenient basis at such times and places as may be reasonably necessary to provide defend against such Third Party Claim for the purpose of providing additional information and information, explanation of any material provided hereunder. Whether or not Interbrew assumes the defense of an AmBev testimony in connection with such Third Party Claim, no AmBev Indemnitee shall admit . In any liability with respect to, or settle, compromise or discharge, any AmBev Third Party Claim without Interbrew's prior written consent (which consent shall not be unreasonably withheld). If Interbrew assumes the defense of an AmBev Third Party Claim, the applicable AmBev Indemnitee shall agree to any settlement, compromise or discharge party responsible for the defense of such AmBev claim shall, to the extent reasonably requested by the other party, keep such party informed as to the status of such claims, including all settlement negotiations and offers. If notice is given to an Indemnifying Party of a Third Party Claim in accordance with this Section 10.5(b) and the Indemnifying Party does not, within twenty (20) business days after such notice is given, give notice to the Indemnified Party of its election to defend such claim, the Indemnifying Party shall not thereafter be entitled to assume the defense thereof. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party shall defend such Third Party Claim diligently to final conclusion or settlement of such Third Party Claim; provided, however, that Interbrew may recommend and that by its terms obligates Interbrew to pay the full amount Indemnifying Party shall not settle such Third Party Claim without the consent of the liability Indemnified Party unless such settlement (i) does not involve any finding or admission of any violation of Law or any violation of the rights of any Indemnified Party and would not reasonably be expected to have any adverse effect on any other claims arising out of the same matter that may be made against any Indemnified Party, (ii) does not involve any relief other than monetary damages that are paid in full by the Indemnifying Party and (iii) completely, finally and unconditionally releases the Indemnified Party in connection with such AmBev Third Party Claim, which releases AmBev completely in connection with such AmBev Third Party Claim and that could not otherwise adversely affect AmBev. Notwithstanding the foregoing, Interbrew the Indemnifying Party shall not be entitled to assume the defense of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee the Indemnified Party in defending such AmBev Third Party Claim) if (i) the AmBev Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money monetary damages against an AmBev Indemnitee that AmBev reasonably determines, after conferring with its outside counsel, cannot for which the Indemnified Party would be separated from any related claim for money damages. If such equitable relief entitled to indemnification under this Agreement or other relief portion of may otherwise adversely affect the AmBev Indemnified Party or (ii) the Third Party Claim can is a criminal, civil or administrative proceeding, or relates to such a proceeding, or the underlying facts or circumstances of which could reasonably be so separated from that for money damagesexpected to give rise to such a proceeding; provided, Interbrew however, that, no settlement of any such claim or action shall be entitled to assume entered into, without the defense prior written consent of the portion relating to money damagesIndemnifying Party.

Assumption. If an AmBev a Third Party Claim is made against an indemnified partyIndemnified Party, Interbrew the Indemnifying Party shall be entitled to participate in the defense thereof andand (unless (i) the Indemnifying Party is also a party to such Third Party Claim and the Indemnified Party determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its willingness and financial capacity to defend such Third Party Claim and provide indemnification with respect to such Third Party Claim), if it so chooses, to assume the defense thereof with counsel selected by Interbrewthe Indemnifying Party; provided, however, that such counsel is not reasonably objected to by AmBevthe Indemnified Party. Should Interbrew so elect to assume If the Indemnifying Party assumes the defense of an AmBev a Third Party ClaimClaim in accordance with this Section 10.6(2), Interbrew (i) the Indemnifying Party shall not be liable to the applicable AmBev Indemnitee Indemnified Party for any legal expenses subsequently incurred by such AmBev Indemnitee the Indemnified Party in connection with the defense thereofthereof and (ii) it shall be conclusively established for purposes hereof that such Third Party Claim is within the scope of and subject to indemnification hereunder. Any such participation or assumption shall not constitute a waiver by any party of any attorney-client privilege in connection with such Third Party Claim. If Interbrew the Indemnifying Party assumes such defensethe defense of a Third Party Claim in accordance with this Section 10.6(2), AmBev the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrew)counsel, at its own expense, separate from the counsel employed by Interbrewthe Indemnifying Party, it being understood that Interbrew the Indemnifying Party shall control such defense. Interbrew The Indemnifying Party shall be liable for the fees and expenses of counsel employed by AmBev the Indemnified Party for any period during which Interbrew the Indemnifying Party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee shall have failed to give notice of the AmBev Third Party Claim as provided above)thereof. If Interbrew the Indemnifying Party chooses to defend or prosecute an AmBev a Third Party Claim, all the indemnified parties Indemnified Parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrew's the Indemnifying Party’s request) the provision to Interbrew the Indemnifying Party of records and information that are reasonably relevant to such AmBev Third Party Claim, and making employees available on at such times and places as may be reasonably necessary to defend against such Third Party Claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party Claim. If notice is given to an Indemnifying Party of a mutually convenient basis Third Party Claim in accordance with this Section 10.6(2) and the Indemnifying Party does not, within 10 Business Days after such notice is given, give notice to provide additional information and explanation the Indemnified Party of any material provided hereunder. Whether or not Interbrew assumes its election to assume the defense of an AmBev Third Party Claim, no AmBev Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any AmBev Third Party Claim without Interbrew's prior written consent (which consent shall not be unreasonably withheld). If Interbrew assumes the defense of an AmBev such Third Party Claim, the applicable AmBev Indemnitee shall agree to Indemnifying Party will be bound by any determination made in such Third Party Claim or any settlement, compromise or discharge effected by the Indemnified Party. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party shall defend such AmBev Third Party Claim vigorously and diligently to final conclusion or settlement of such Third Party Claim; provided that Interbrew may recommend and that by its terms obligates Interbrew to pay the full amount Indemnifying Party shall not settle such Third Party Claim without the consent of the liability Indemnified Party unless such settlement (i) does not involve any finding or admission of any violation of Law or any violation of the rights of any Person and would not have any adverse effect on any other claims that may be made against the Indemnified Party, (ii) does not involve any relief other than monetary damages that are paid in full by the Indemnifying Party and (iii) completely, finally and unconditionally releases the Indemnified Party in connection with such AmBev Third Party Claim, which releases AmBev completely in connection with such AmBev Third Party Claim and that could would not otherwise adversely affect AmBevthe Indemnified Party. Notwithstanding the foregoing, Interbrew the Indemnifying Party shall not be entitled to assume the defense of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee the Indemnified Party in defending such AmBev Third Party Claim) if (i) the AmBev Third Party Claim seeks an order, injunction or other equitable relief against the Indemnified Party or relief for other than money any of its Affiliates as the primary remedy and only nominal monetary damages against an AmBev Indemnitee that AmBev reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief (if any) or other relief portion of (ii) the AmBev Third Party Claim can is a criminal, civil or administrative Proceeding, or relates to such a Proceeding, or the underlying facts or circumstances of which could reasonably be so separated from that for money damages, Interbrew shall be entitled expected to assume the defense of the portion relating give rise to money damagessuch a Proceeding.

Assumption. If an AmBev Third Party Except as provided in Section 8.02(c) of this TMA, if a Tax Claim is made against an indemnified party, Interbrew the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with professional advisors and counsel selected by Interbrewthe indemnifying party; provided, however, that such professional advisors or counsel is are not reasonably objected to by AmBevthe indemnified party. Should Interbrew the indemnifying party so elect to assume the defense of an AmBev Third Party a Tax Claim, Interbrew the indemnifying party shall not be liable to the applicable AmBev Indemnitee indemnified party for any legal fees or expenses relating to such professional advisors or counsel subsequently incurred by such AmBev Indemnitee the indemnified party in connection with the defense thereof. If Interbrew the indemnifying party assumes such defense, AmBev the indemnified party shall have the right to participate in the defense thereof and to employ professional advisors and counsel (not reasonably objected to by Interbrewthe indemnifying party), at its own expense, separate from the professional advisors and counsel employed by Interbrewthe indemnifying party, it being understood that Interbrew the indemnifying party shall control such defense. Interbrew The indemnifying party shall be liable for the fees and expenses of professional advisors and counsel employed by AmBev the indemnified party for any period during which Interbrew the indemnifying party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee shall have failed to give notice of the AmBev Third Party Claim as provided above)thereof. If Interbrew the indemnifying party chooses to defend or prosecute an AmBev Third Party a Tax Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrewthe indemnifying party's request) the provision to Interbrew the indemnifying party of records and information that are reasonably relevant to such AmBev Third Party Tax Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, cooperating and assisting in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters. Whether or not Interbrew the indemnifying party assumes the defense of an AmBev Third Party a Tax Claim, no AmBev Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any AmBev Third Party such Tax Claim without Interbrewthe indemnifying party's prior written consent (which consent shall not be unreasonably withheld)consent. If Interbrew the indemnifying party assumes the defense of an AmBev Third Party a Tax Claim, the applicable AmBev Indemnitee indemnified party shall agree to any settlement, compromise compromise, or discharge of such AmBev Third Party a Tax Claim that Interbrew the indemnifying party may recommend and that by its terms obligates Interbrew the indemnifying party to pay the full amount of the liability in connection with such AmBev Third Party Tax Claim; provided that if such settlement, which releases AmBev completely compromise or discharge imposes conditions, costs or other detriments (in addition to the liability in connection with such AmBev Third Party Claim and that could not otherwise adversely affect AmBev. Notwithstanding the foregoing, Interbrew shall not be entitled to assume the defense of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee in defending such AmBev Third Party Tax Claim) if upon the AmBev Third Party Claim seeks an orderindemnified party, injunction or other equitable relief or relief for other than money damages against an AmBev Indemnitee that AmBev reasonably determinessuch indemnified party may use its reasonable judgment in determining whether to so agree, after conferring with its outside counsel, cansuch agreement not to be separated from any related claim for money damages. If such equitable relief or other relief portion of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew shall be entitled to assume the defense of the portion relating to money damagesunreasonably withheld.

Assumption. If an AmBev a Third Party Claim is made against an indemnified partyIndemnified Party, Interbrew the Indemnifying Party shall (unless the Indemnifying Party is also a party to such Third Party Claim and the Indemnified Party determines in good faith that joint representation would be inappropriate) be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by Interbrew; provided, however, the Indemnifying Party (provided that such counsel is not reasonably objected to by AmBevthe Indemnified Party), at its own expense by giving written notice to the Indemnified Party within fifteen Business Days of receiving notice of the Third Party Claim. Should Interbrew so elect to assume If the Indemnifying Party assumes the defense of an AmBev a Third Party ClaimClaim in accordance with this Section 7.4(b), Interbrew the Indemnifying Party shall not be liable to the applicable AmBev Indemnitee Indemnified Party for any legal expenses subsequently incurred by such AmBev Indemnitee the Indemnified Party in connection with the defense thereof. If Interbrew the Indemnifying Party assumes such defensethe defense of a Third Party Claim in accordance with this Section 7.4(b), AmBev the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (provided such counsel is not reasonably objected to by Interbrewthe Indemnifying Party), at its own expense, separate from the counsel employed by Interbrewthe Indemnifying Party, it being understood that Interbrew the Indemnifying Party shall control such defense. Interbrew The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by AmBev the Indemnified Party for any period during which Interbrew the Indemnifying Party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee the Indemnified Party shall have failed to give notice of the AmBev Third Party Claim as provided above). If Interbrew the Indemnifying Party chooses to defend or prosecute an AmBev a Third Party Claim, all of the indemnified parties Indemnified Parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrew's the Indemnifying Party’s request) the provision to Interbrew the Indemnifying Party of records and information that are reasonably relevant to such AmBev Third Party Claim, and making employees available on a mutually convenient basis at such times and places as may be reasonably necessary to provide defend against such Third Party Claim for the purpose of providing additional information and information, explanation of any material provided hereunderor testimony in connection with such Third Party Claim. Whether or not Interbrew If the Indemnifying Party assumes the defense of an AmBev Third Party Claim, no AmBev Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any AmBev Third Party Claim without Interbrew's prior written consent (which consent shall not be unreasonably withheld). If Interbrew assumes the defense of an AmBev a Third Party Claim, the applicable AmBev Indemnitee Indemnifying Party shall agree to any settlement, compromise or discharge of defend such AmBev Third Party Claim that Interbrew may recommend vigorously and that by its terms obligates Interbrew diligently to pay the full amount final conclusion or settlement of the liability in connection with such AmBev Third Party Claim, which releases AmBev completely in connection with ; provided that the Indemnifying Party shall not settle such AmBev Third Party Claim and that could not otherwise adversely affect AmBev. Notwithstanding without the foregoing, Interbrew shall not be entitled to assume the defense of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee in defending such AmBev Third Party Claim) if the AmBev Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an AmBev Indemnitee that AmBev reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion consent of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew shall be entitled to assume the defense of the portion relating to money damagesIndemnified Party.

Assumption. If an AmBev In the event any suit or other legal Proceeding is brought with respect to such a Third Party Claim is made against an indemnified partyIndemnified Party, Interbrew the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, upon reasonable prior notice, to assume the defense thereof with counsel selected by Interbrewthe Indemnifying Party; provided, however, that such counsel is not reasonably objected to by AmBevthe Indemnified Party. Should Interbrew the Indemnifying Party so elect to assume the defense of an AmBev a Third Party Claim, Interbrew the Indemnifying Party shall not be liable to the applicable AmBev Indemnitee Indemnified Party for any legal expenses subsequently incurred by such AmBev Indemnitee the Indemnified Party in connection with the defense thereof. If Interbrew the Indemnifying Party assumes such defense, AmBev the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrewthe Indemnifying Party), at its own expense, separate from the counsel employed by Interbrewthe Indemnifying Party if representation of both Parties by the same counsel creates a conflict of interest under applicable standards of professional conduct, it being understood that Interbrew the Indemnifying Party shall control such defense. Interbrew , including the right to control all negotiations, settlements, compromises and appeals of any such claim, all of which shall be liable for at the expense of the Indemnifying Party. In any event, if the Indemnifying Party fails to take reasonable steps necessary to defend diligently the action or Proceeding within 20 days after receiving a Claim Notice with respect to the Third Party Claim, the Indemnified Party may assume such defense, and the fees and expenses of counsel employed its attorneys will be covered by AmBev the indemnity provided for any period during which Interbrew has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee shall have failed to give notice this Article IX upon determination of the AmBev Third Party Claim as provided above)Indemnifying Party’s indemnity obligation. If Interbrew the Indemnifying Party chooses to defend or prosecute an AmBev a Third Party Claim, all the indemnified parties Parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrew's the Indemnifying Party’s request) the provision to Interbrew the Indemnifying Party of records and information that are reasonably relevant to such AmBev Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, provided that a material failure to provide such cooperation by the Indemnified Party shall bar the Indemnified Party from any remedy with respect to such Third Party Claim. Whether or not Interbrew the Indemnifying Party assumes the defense of an AmBev a Third Party Claim, no AmBev Indemnitee the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, any AmBev such Third Party Claim without Interbrew's the Indemnifying Party’s prior written consent (unless the sole relief granted is equitable relief for which consent shall the Indemnifying Party would have no liability and to which the Indemnifying Party would not be unreasonably withheld)subject. If Interbrew assumes The Indemnifying Party shall not, without the defense prior written consent of an AmBev Third Party Claimthe Indemnified Party, the applicable AmBev Indemnitee shall agree consent to any a settlement, compromise or discharge of, or the entry of such AmBev Third Party Claim that Interbrew may recommend and that by its terms obligates Interbrew to pay the full amount of the liability in connection with such AmBev any judgment arising from, any Third Party Claim, which releases AmBev completely in connection unless such settlement, compromise or discharge does not involve any finding or admission or any violation of Law or admission of any wrongdoing by the Indemnified Party and involves solely the payment of money and the Indemnifying Party shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such AmBev Third settlement, (ii) not encumber any of the assets of any Indemnified Party Claim and or agree to any restriction or condition that could not otherwise would apply to or adversely affect AmBev. Notwithstanding the foregoingany Indemnified Party and (iii) obtain, Interbrew shall not be entitled to assume the defense as a condition of any AmBev Third settlement or other resolution, a complete and unconditional release of each Indemnified Party Claim (from any and shall be liable for the reasonable fees and expenses all liability in respect of counsel incurred by any AmBev Indemnitee in defending such AmBev Third Party Claim) if the AmBev Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an AmBev Indemnitee that AmBev reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew shall be entitled to assume the defense of the portion relating to money damages.

Assumption. If an AmBev Third a Third-Party Claim is made against an indemnified partyIndemnified Party, Interbrew the Indemnifying Party shall be entitled to participate in the defense thereof andand (unless the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its willingness and financial capacity to defend such Third-Party Claim), if it so chooses, to assume the defense thereof with counsel selected by Interbrewthe Indemnifying Party by providing the Indemnified Party with written notice of such election within thirty (30) days after its receipt of the applicable Third-Party Claim Notice; provided, however, that such counsel is not reasonably objected to by AmBevthe Indemnified Party. Should Interbrew so elect to assume If the Indemnifying Party assumes the defense of an AmBev Third a Third-Party ClaimClaim in accordance with this Section 10.06(b), Interbrew the Indemnifying Party shall not be liable to the applicable AmBev Indemnitee Indemnified Party for any legal expenses subsequently incurred by such AmBev Indemnitee the Indemnified Party in connection with the defense thereofthereof (which, for the sake of clarity, will not be Losses indemnifiable under this Article X). Any such participation or assumption shall not constitute a waiver by any party of any attorney-client privilege in connection with such Third-Party Claim. If Interbrew the Indemnifying Party assumes such defensethe defense of a Third-Party Claim in accordance with this Section 10.06(b), AmBev the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrew)counsel, at its own expense, separate from the counsel employed by Interbrewthe Indemnifying Party, it being understood that Interbrew the Indemnifying Party shall control such defense. Interbrew The Indemnifying Party shall be liable (subject to Section 10.06 below) for the fees and expenses of counsel employed by AmBev the Indemnified Party for any period during which Interbrew the Indemnifying Party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee shall have failed to give notice of the AmBev Third Party Claim as provided above)thereof. If Interbrew the Indemnifying Party chooses to defend or prosecute an AmBev Third a Third-Party Claim, all the indemnified parties Indemnified Parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrew's the Indemnifying Party’s request) the provision to Interbrew the Indemnifying Party of records and information that are reasonably relevant to such AmBev Third Third-Party Claim, and making employees available on a mutually convenient basis at such times and places as may be reasonably necessary to provide defend against such Third-Party Claim for the purpose of providing additional information and information, explanation of any material provided hereunderor testimony in connection with such Third-Party Claim. Whether or not Interbrew If the Indemnifying Party assumes the defense of an AmBev Third Party Claim, no AmBev Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any AmBev Third Party Claim without Interbrew's prior written consent (which consent shall not be unreasonably withheld). If Interbrew assumes the defense of an AmBev Third a Third-Party Claim, the applicable AmBev Indemnitee Indemnifying Party shall not agree to the entry of any settlement, Judgment or enter into any settlement or compromise or discharge of with respect to such AmBev Third Third-Party Claim that Interbrew may recommend and that by its terms obligates Interbrew to pay without the full amount prior written consent of the liability Indemnified Party (not to be unreasonably withheld, delayed or conditioned) unless such settlement: (xx) does not involve any finding or admission of any violation of Law; (yy) does not involve any relief other than monetary damages that are satisfied in full out of the Escrowed Consideration in the Escrow Account (in accordance with Section 10.08 below); and (zz) completely, finally and unconditionally releases the Indemnified Party in connection with such AmBev Third Third-Party Claim, which releases AmBev completely in connection with such AmBev Third Party Claim and that could not otherwise adversely affect AmBev. Notwithstanding the foregoing, Interbrew the Indemnifying Party shall not be entitled to assume the defense of any AmBev Third Third-Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee the Indemnified Party in defending such AmBev Third Third-Party Claim) if if: (yyy) the AmBev Third Third-Party Claim seeks an order, injunction or other equitable relief or relief for other than money monetary damages against an AmBev Indemnitee that AmBev reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of which the AmBev Third Indemnified Party Claim can be so separated from that for money damages, Interbrew shall could be entitled to assume indemnification under this Agreement; or (zzz) the Third-Party Claim is a criminal Proceeding, or relates to such a Proceeding, or the underlying facts or circumstances of which would reasonably be expected to give rise to such a Proceeding. If the Indemnified Party assumes the defense of a Third-Party Claim, the portion relating Indemnified Party shall not agree to money damagesthe entry of any judgment or enter into any settlement or compromise with respect to such Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, delayed or conditioned).

Assumption. If an AmBev a Third Party Claim is made against an indemnified partyIndemnified Party, Interbrew the Indemnifying Party shall be entitled to participate in the defense thereof andand (unless the Indemnifying Party is also a party to such Third Party Claim and the Indemnified Party provides the Indemnifying Party with written advice of outside counsel to the Indemnified Party to the effect that there are legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party that, if the Indemnified Party and the Indemnifying Party were to be represented by the same counsel, would constitute a conflict of interest for such counsel or prejudice the prosecution of the defenses available to such Indemnified Party (“Conflict of Interest”)), if it so chooses, to assume the defense thereof with counsel selected by Interbrewthe Indemnifying Party; provided, however, that such counsel is not reasonably objected to by AmBevthe Indemnified Party. Should Interbrew so elect The Indemnifying Party shall give written notice within ten Business Days of Document Delivery, indicating whether the Indemnifying Party intends to participate in or assume the defense of an AmBev a Third Party Claim, Interbrew and if the Indemnifying Party assumes such defense, the Indemnifying Party shall acknowledge that it has, and shall be deemed to have, accepted and agreed to its indemnification obligations for such claim. If the Indemnifying Party assumes the defense, the Indemnifying Party shall not be liable to the applicable AmBev Indemnitee Indemnified Party for any legal expenses subsequently incurred by such AmBev Indemnitee the Indemnified Party in connection with the defense thereof. Any such participation or assumption shall not constitute a waiver by any party of any attorney-client privilege in connection with such Third Party Claim. If Interbrew the Indemnifying Party assumes such defensethe defense of a Third Party Claim in accordance with this Section 6.04(b), AmBev the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrewthe Indemnifying Party), at its own expenseexpense (except in the case of a Conflict of Interest in which case the Indemnifying Party shall bear legal expenses related to the Indemnified Party’s counsel), separate from the counsel employed by Interbrewthe Indemnifying Party, it being understood that Interbrew the Indemnifying Party shall control such defense. Interbrew shall be liable for If the fees and expenses of counsel employed by AmBev for any period during which Interbrew has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee shall have failed to give notice of the AmBev Third Indemnifying Party Claim as provided above). If Interbrew chooses to defend or prosecute an AmBev a Third Party Claim, all the indemnified parties Indemnified Party shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrew's the Indemnifying Party’s request) the provision to Interbrew the Indemnifying Party of records and information that are reasonably relevant to such AmBev Third Party Claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party Claim. Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or the Indemnified Party shall not Interbrew assumes the defense of an AmBev Third Party Claim, no AmBev Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any AmBev such Third Party Claim without Interbrew's the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). If Interbrew the Indemnifying Party participates in or assumes the defense of an AmBev a Third Party Claim, the applicable AmBev Indemnitee Indemnifying Party shall agree to not admit any settlementliability with respect to, or settle, compromise or discharge of discharge, such AmBev Third Party Claim that Interbrew may recommend and that by its terms obligates Interbrew to pay without the full amount prior written consent of the liability in connection with such AmBev Third Indemnified Party Claim, (which releases AmBev completely in connection with such AmBev Third Party Claim and that could not otherwise adversely affect AmBev. Notwithstanding the foregoing, Interbrew consent shall not be entitled unreasonably withheld, conditioned or delayed). If the Indemnifying Party elects not to assume the defense of or fails to make any AmBev Third Party Claim (and shall be liable for election within the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee in defending such AmBev Third Party Claim) if the AmBev Third Party Claim seeks an orderten Business Day period, injunction or other equitable relief or relief for other than money damages against an AmBev Indemnitee that AmBev reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew shall be entitled otherwise fails to assume continue the defense of the portion relating Indemnified Person reasonably and in good faith, the Indemnified Person may, following written notice to money damagesthe Indemnifying Party and an additional ten Business Day period during which the parties will seek in good faith to resolve their differences regarding the defense, assume the defense thereof at the expense of the Indemnifying Party, and a recovery against the Indemnified Party suffered by it in good faith shall be conclusive in its favor against the Indemnifying Party.

Assumption. If an AmBev a Third Party Claim is made against an indemnified party, Interbrew the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by Interbrewthe indemnifying party; provided, however, that such counsel is not reasonably objected to by AmBevthe indemnified party. Should Interbrew the indemnifying party so elect to assume the defense of an AmBev a Third Party Claim, Interbrew the indemnifying party shall not be liable to the applicable AmBev Indemnitee indemnified party for any legal expenses subsequently incurred by such AmBev Indemnitee the indemnified party in connection with the defense thereof. If Interbrew the indemnifying party assumes such defense, AmBev the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrew)counsel, at its own expense, separate from the counsel employed by Interbrewthe indemnifying party, it being understood that Interbrew the indemnifying party shall control such defense. Interbrew The indemnifying party shall be liable for the fees and expenses of counsel employed by AmBev the indemnified party for any period during which Interbrew the indemnifying party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee shall have failed to give notice of the AmBev Third Party Claim as provided above)thereof. If Interbrew the indemnifying party chooses to defend or prosecute an AmBev a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrewthe indemnifying party's request) the provision to Interbrew the indemnifying party of records and information that are reasonably relevant to such AmBev Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not Interbrew the indemnifying party assumes the defense of an AmBev a Third Party Claim, no AmBev Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any AmBev such Third Party Claim without Interbrewthe indemnifying party's prior written consent (which consent shall not be unreasonably withheld). If Interbrew the indemnifying party assumes the defense of an AmBev a Third Party Claim, the applicable AmBev Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such AmBev a Third Party Claim that Interbrew the indemnifying party may recommend and that by its terms obligates Interbrew the indemnifying party to pay the full amount of the liability in connection with such AmBev Third Party Claim, which releases AmBev the indemnified party completely in connection with such AmBev Third Party Claim and that could would not otherwise adversely affect AmBev. Notwithstanding the foregoing, Interbrew shall not be entitled to assume the defense of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee in defending such AmBev Third Party Claim) if the AmBev Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an AmBev Indemnitee that AmBev reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew shall be entitled to assume the defense of the portion relating to money damagesindemnified party.

Assumption. If an AmBev a Third Party Claim is made against an indemnified partyPurchaser, Interbrew Seller shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by InterbrewSeller; provided, however, that such counsel is not reasonably objected to by AmBevPurchaser. Should Interbrew Seller so elect to assume the defense of an AmBev a Third Party Claim, Interbrew Seller shall not be liable to the applicable AmBev Indemnitee Purchaser for any legal expenses subsequently incurred by such AmBev Indemnitee Purchaser in connection with the defense thereof. If Interbrew Seller assumes such defense, AmBev Purchaser shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by InterbrewSeller), at its own expense, separate from the counsel employed by InterbrewSeller, it being understood that Interbrew Seller shall control such defense. Interbrew Seller shall be liable for the reasonable fees and expenses of counsel employed by AmBev Purchaser for any period during which Interbrew Seller has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee shall have failed to give notice of the AmBev Third Party Claim as provided above)thereof. If Interbrew Seller chooses to defend or prosecute an AmBev a Third Party Claim, all the indemnified parties Purchaser shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon InterbrewSeller's request) the provision to Interbrew Seller of records and information that are reasonably relevant to such AmBev Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not Interbrew Seller assumes the defense of an AmBev a Third Party Claim, no AmBev Indemnitee Purchaser shall not admit any liability with respect to, or settle, compromise or discharge, any AmBev such Third Party Claim without InterbrewSeller's prior written consent (which consent shall not be unreasonably withheld). If Interbrew Seller assumes the defense of an AmBev a Third Party Claim, the applicable AmBev Indemnitee Purchaser shall agree to any settlement, compromise or discharge of such AmBev a Third Party Claim that Interbrew Seller may recommend and that by its terms obligates Interbrew to pay the full amount of the liability in connection with such AmBev Third Party Claim, which releases AmBev Purchaser completely in connection with such AmBev Third Party Claim and that could would not otherwise adversely affect AmBevbe likely to set a precedential custom or practice adverse to the continuing business interest of Purchaser. Notwithstanding the foregoing, Interbrew Seller shall not be entitled to assume the defense of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee Purchaser in defending such AmBev Third Party Claim) if the AmBev Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an AmBev Indemnitee Purchaser that AmBev Purchaser reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew Seller shall be entitled to assume the defense of the portion relating to money damages.

Assumption. If an AmBev a Third Party Claim is made against an indemnified party, Interbrew except as otherwise provided in this Section 8.06(b), the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by Interbrew; provided, however, that such counsel is not reasonably objected to by AmBevthe indemnifying party. Should Interbrew the indemnifying party so elect in writing to assume the defense of an AmBev a Third Party Claim, Interbrew the indemnifying party shall not be liable to the applicable AmBev Indemnitee indemnified party for any legal expenses subsequently incurred by such AmBev Indemnitee the indemnified party in connection with the defense thereof. If Interbrew the indemnifying party assumes such defense, AmBev the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrew)counsel, at its own expense, separate from the counsel employed by Interbrewthe indemnifying party, it being understood that Interbrew the indemnifying party shall control such defense. Interbrew The indemnifying party shall be liable for the reasonable and documented fees and expenses of the indemnified party (including counsel employed by AmBev fees and expenses) as they are incurred, for any period during which Interbrew the indemnifying party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee the indemnified party shall have failed to give notice of the AmBev Third Party Claim as provided abovein accordance with Section 8.06(a)). If Interbrew the indemnifying party chooses to defend or prosecute an AmBev a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrew's the indemnifying party’s request) the provision to Interbrew the indemnifying party of records and information that are reasonably relevant to such AmBev Third Party Claim, and making employees available on a mutually convenient basis to testify and provide additional information and explanation of any material provided hereunder. Whether or not Interbrew the indemnifying party assumes the defense of an AmBev a Third Party Claim, no AmBev Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any AmBev such Third Party Claim without Interbrew's the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld)consent. If Interbrew the indemnifying party assumes the defense of an AmBev a Third Party Claim, the applicable AmBev Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such AmBev a Third Party Claim that Interbrew the indemnifying party may recommend and that which by its terms obligates Interbrew the indemnifying party to pay the full amount of the liability in connection with such AmBev Third Party Claim, Claim and which releases AmBev the indemnified party completely in connection with such AmBev Third Party Claim; provided, however, that the indemnifying party shall not, without prior written consent of the indemnified party, settle, compromise or offer to settle or compromise any Third Party Claim and on a basis that could not otherwise adversely affect AmBevwould result in (i) injunctive or other nonmonetary relief against the indemnified party, including the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the indemnified party or (ii) a finding or admission of fault or misconduct by the indemnified party. Notwithstanding the foregoing, Interbrew the indemnifying party shall not be entitled to assume the defense of any AmBev Third Party Claim (and control of, and shall be liable for pay the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee retained by, the indemnified party in defending such AmBev connection with a Third Party ClaimClaim as they are incurred if: (A) if the AmBev such Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (B) such Third Party Claim seeks an ordernon-monetary relief which, injunction or other equitable relief or relief for other than money damages against an AmBev Indemnitee if granted, could adversely affect the indemnified party, and that AmBev reasonably determines, after conferring with its outside counsel, cannot be readily separated from any related claim for money damages. If damages (provided that if such equitable relief or other relief portion of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew the indemnifying party shall be entitled to assume the defense of the portion relating to money damages), (C) the indemnified party has been advised in writing by counsel that a reasonable likelihood exists of conflict of interest between the indemnifying party and the indemnified party or (D) the insurer under the R&W Insurance Policy has assumed the defense of such Third Party Claim in accordance with the terms of the R&W Insurance Policy, if applicable.

Assumption. If an AmBev a Third Party Claim is made against an indemnified party, Interbrew the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by Interbrewthe indemnifying party that is reasonably acceptable to the indemnified party; providedprovided that the indemnifying party shall not be entitled to assume or continue control of the defense of any Third Party Claim if (i) the Third Party Claim relates to or arises in connection with any criminal or quasi-criminal Proceeding, however(ii) the Third Party Claim principally seeks an injunction or equitable relief against any indemnified party, that such counsel (iii) the Third Party Claim when taken together with all other unresolved Third Party Claims has resulted, or would reasonably be expected to result in, Losses in excess of the Cap, (iv) the Third Party Claim would reasonably be expected to have a material adverse effect on the indemnified party’s business or relates to its customers, suppliers, vendors or other service providers or (v) the indemnifying party has failed or is not reasonably objected failing to by AmBevdefend or prosecute in good faith the Third Party Claim. Should Interbrew the indemnifying party so elect in writing to assume the defense of an AmBev a Third Party Claim, Interbrew (x) the indemnifying party shall defend such Third Party Claim in good faith and (y) the indemnifying party shall not be liable to the applicable AmBev Indemnitee indemnified party for any legal expenses subsequently incurred by such AmBev Indemnitee the indemnified party in connection with the defense thereof; provided, that if on the advice of counsel to the indemnified party, (1) there are legal defenses available to an indemnified party that are different from or additional to those available to the indemnifying party; or (2) there exists reasonable likelihood of a conflict of interest between the indemnifying party and the indemnified party, the indemnifying party shall be liable for the reasonable fees and expenses of counsel to the indemnified party in each jurisdiction for which the indemnified party determines counsel is required. If Interbrew the indemnifying party assumes such defense, AmBev the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected counsel, subject to by Interbrew), at its own expensethe immediately preceding sentence, separate from the counsel employed by Interbrewthe indemnifying party, it being understood that Interbrew the indemnifying party shall control such defense. Interbrew The indemnifying party shall be liable for the fees and expenses of counsel employed by AmBev the indemnified party for any period during which Interbrew the indemnifying party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee the indemnified party shall have failed to give notice of the AmBev Third Party Claim as provided above). If Interbrew the indemnifying party chooses to defend or prosecute an AmBev a Third Party Claim, all the indemnified parties shall reasonably cooperate in the defense or prosecution thereofthereof upon the request of, and at the sole cost and expense of, the indemnifying party. Such cooperation shall include the retention of, and (upon Interbrew's the indemnifying party’s written request) , the provision to Interbrew of of, records and information that are reasonably relevant to such AmBev Third Party Claim (which shall be subject to Section 5.07 and Section 5.12). Whether or not the indemnifying party assumes the defense of a Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or the indemnified party shall not Interbrew assumes the defense of an AmBev Third Party Claim, no AmBev Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any AmBev discharge such Third Party Claim without Interbrew's the indemnifying party’s prior written consent (which consent shall not to be unreasonably withheld, conditioned or delayed). If Interbrew the indemnifying party assumes the defense of an AmBev a Third Party Claim, the applicable AmBev Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such AmBev a Third Party Claim that Interbrew the indemnifying party may recommend and that by its terms (i) involves only money damages and does not seek an injunction, equitable relief or other nonmonetary relief against any indemnified party, including the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the indemnified party, (ii) contains an unconditional release of each indemnified party with respect to such Third Party Claim, (iii) includes no finding or admission of fault or misconduct by any indemnified party, and (iv) obligates Interbrew the indemnifying party to pay the full amount of the liability in connection with such AmBev Third Party Claimtherewith (regardless of the Cap) (a settlement, compromise or discharge meeting all requirements of clauses (i) through (iv), a “Specified Settlement”); provided, however, that the indemnifying party shall not, without prior written consent of the indemnified party (which releases AmBev completely in connection with such AmBev consent shall not be unreasonably withheld, conditioned or delayed), settle, compromise or offer to settle or compromise any Third Party Claim and that could not otherwise adversely affect AmBev. Notwithstanding the foregoingexcept if such settlement, Interbrew shall not be entitled to assume the defense of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee in defending such AmBev Third Party Claim) if the AmBev Third Party Claim seeks an order, injunction compromise or other equitable relief or relief for other than money damages against an AmBev Indemnitee that AmBev reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew shall be entitled to assume the defense of the portion relating to money damagesoffer is a Specified Settlement.

Assumption. If an AmBev Third a Third-Party Claim is made against an indemnified partyIndemnified Party, Interbrew the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by Interbrewthe indemnifying party; provided, however, that such counsel is not reasonably objected to by AmBevthe Indemnified Party. Should Interbrew the indemnifying party so elect to assume the defense of an AmBev Third a Third-Party Claim, Interbrew the indemnifying party shall not be liable to the applicable AmBev Indemnitee Indemnified Party for any reasonable legal expenses subsequently incurred by such AmBev Indemnitee the Indemnified Party in connection with the defense thereof. If Interbrew the indemnifying party assumes such defense, AmBev the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrew)counsel, at its own expense, separate from the counsel employed by Interbrewthe indemnifying party, it being understood that Interbrew the indemnifying party shall control such defense; provided that the indemnifying party shall bear the reasonable fees and expenses of such separate counsel (i) if the parties to any such action or proceeding (including impleaded parties) include any of the Holders and representation of both parties would, in the reasonable opinion of counsel for the Indemnified Party, be inappropriate due to a conflict of interest or (ii) if the indemnifying party shall not have employed counsel (other than counsel that is reasonably objected to by the Indemnified Party) within a reasonable time after the Indemnified Party has given notice of the institution of a Third-Party Claim in compliance with Section 10.4.1 hereof. Interbrew The indemnifying party shall be liable for the reasonable fees and expenses of counsel employed by AmBev the Indemnified Party for any period during which Interbrew the indemnifying party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee shall have failed thereof, provided that such counsel is not reasonably objected to give notice of by the AmBev Third Party Claim as provided above)indemnifying party. If Interbrew the indemnifying party chooses to defend or prosecute an AmBev Third a Third-Party Claim, all the indemnified parties Indemnified Parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrew's the indemnifying party’s request) the provision to Interbrew the indemnifying party of records and information that are reasonably relevant to such AmBev Third Third-Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not Interbrew If the indemnifying party assumes the defense of an AmBev Third a Third-Party Claim, no AmBev Indemnitee the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, any AmBev Third such Third-Party Claim without Interbrew's the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld). If Interbrew the indemnifying party assumes the defense of an AmBev Third a Third-Party Claim, the applicable AmBev Indemnitee Indemnified Party shall agree to any settlement, compromise or discharge of such AmBev Third a Third-Party Claim that Interbrew the indemnifying party may recommend and that by its terms obligates Interbrew the indemnifying party to pay the full amount of the liability in connection with such AmBev Third Third-Party Claim, which releases AmBev the Indemnified Party completely in connection with such AmBev Third Third-Party Claim and that could would not otherwise materially adversely affect AmBev. Notwithstanding the foregoing, Interbrew shall not be entitled to assume the defense of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee in defending such AmBev Third Party Claim) if the AmBev Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an AmBev Indemnitee that AmBev reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew shall be entitled to assume the defense of the portion relating to money damagesIndemnified Party.

Assumption. If an AmBev Third Party a Claim is made against an indemnified partyIndemnified Party in respect of, Interbrew arising out of or involving a claim made or Proceeding brought by any third Person (a “Third Party Claim”), the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by Interbrew; providedthe Indemnifying Party, however, that such counsel is not reasonably objected subject to by AmBevthe limitations set forth in this Section 11.04. Should Interbrew the Indemnifying Party so elect in writing to assume the defense of an AmBev a Third Party Claim, Interbrew the Indemnifying Party shall not be liable to the applicable AmBev Indemnitee Indemnified Party for any legal expenses subsequently incurred by such AmBev Indemnitee the Indemnified Party in connection with the defense thereof. If Interbrew the Indemnifying Party assumes such defense, AmBev the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrew)counsel, at its own expense, separate from the counsel employed by Interbrewthe Indemnifying Party, it being understood that Interbrew the Indemnifying Party shall control such defense. Interbrew The Indemnifying Party shall be liable for the reasonable and documented out-of-pocket fees and expenses of counsel employed by AmBev the Indemnified Party for any period during which Interbrew the Indemnifying Party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee the Indemnified Party shall have failed to give notice of the AmBev Third Party Claim as provided abovein Section 11.04(a)). If Interbrew the Indemnifying Party chooses to defend or prosecute an AmBev a Third Party Claim, all the indemnified parties Indemnified Parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrew's the Indemnifying Party’s request) the provision to Interbrew the Indemnifying Party of records and information that are reasonably relevant to such AmBev Third Party Claim, and making employees available on a mutually convenient basis to testify and provide additional information and explanation of any material provided hereunder. Whether or not Interbrew the Indemnifying Party assumes the defense of an AmBev a Third Party Claim, no AmBev Indemnitee the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, any AmBev such Third Party Claim without Interbrew's the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld)consent. If Interbrew the Indemnifying Party assumes the defense of an AmBev a Third Party Claim, the applicable AmBev Indemnitee Indemnified Party shall agree to any settlement, compromise or discharge of such AmBev a Third Party Claim that Interbrew the Indemnifying Party may recommend and that by its terms obligates Interbrew the Indemnifying Party to pay the full amount of the liability in connection with such AmBev Third Party Claim, Claim and which releases AmBev the Indemnified Party completely without liability in connection with such AmBev Third Party Claim; provided, however, that the Indemnifying Party shall not, without prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), settle, compromise or offer to settle or compromise any Third Party Claim and on a basis that could not otherwise adversely affect AmBevwould result in (i) injunctive or other nonmonetary relief against the Indemnified Party, including the imposition of an Injunction that would restrict the future activity or conduct of the Indemnified Party or (ii) a finding or admission of fault or misconduct by the Indemnified Party. Notwithstanding anything in this Section 11.04 to the foregoingcontrary, Interbrew the Indemnifying Party shall not be entitled permitted to assume the defense of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee in defending such AmBev Third Party Claim) if the AmBev Third Party Claim seeks imposition of (1) criminal penalties against the Indemnified Party, (2) an order, injunction Injunction or other equitable relief or relief for against the Indemnified Party (other than money an Injunction or equitable relief that is incidental and de minimis to monetary damages against an AmBev Indemnitee that AmBev reasonably determinesas the primary relief sought) or (3) the Indemnifying Party is also party to the Third Party Claim, after conferring with its and in the opinion of the Indemnified Party’s outside counsel, cannot be separated from any related claim for money damages. If such equitable relief a conflict exists between the Indemnifying Party and the Indemnified Party (or other relief portion of there are defenses available to the AmBev Third Indemnified Party Claim can be so separated from that for money damages, Interbrew shall be entitled are unavailable to assume the defense of the portion relating to money damagesIndemnifying Party).

Assumption. If an AmBev a Third Party Claim is made against an indemnified party, Interbrew the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by Interbrewnotifying the indemnified party in writing to such effect within 30 days of receipt of the indemnified party's notice of such Third Party Claim; provided, however, that the indemnified party shall have the right to employ counsel to represent it if, in the indemnified party's reasonable judgment, it is advisable to, in light of the separate interests of the indemnified party, to be represented by separate counsel (including, as applicable, local counsel), and in that event the reasonable fees and expenses of such separate counsel is shall be paid by the indemnifying party and; provided, further, that the indemnifying party shall not reasonably objected to by AmBev. Should Interbrew so elect have the right to assume the defense of an AmBev such Third Parry Claim unless (i) the indemnifying party acknowledges fully the rights of the Indemnified Party (and does not contest, as a whole or in part) the indemnified party's indemnification rights for the Third Party Claim, Interbrew (ii) the counsel selected by the indemnifying party is reasonably satisfactory to the indemnified party, (iii) the indemnified party is kept informed of all material developments and is furnished copies of all material papers filed or sent to or from the opposing party or parties and (iv) the indemnifying party prosecutes the defense of such Third Party Claim with commercially reasonable diligence in a manner which does not materially prejudice the defense of such Third Party Claim. If the indemnifying party does not give timely notice in accordance with the preceding sentence, the indemnifying party shall be deemed to have given notice that it does not be wish to control the handling of such Third Party Claim. In the event the indemnifying party elects (by notice in writing within such 30 day period) to assume the defense of or otherwise control the handling of any such Third Party Claim for which indemnity is sought, the indemnifying party shall indemnify and hold harmless the indemnified party from and against any and all reasonable professional fees (including attorneys' fees, accountants, consultants and engineering fees) and investigation expenses incurred by the indemnified party prior to such election, notwithstanding the fact that the indemnifying party may not have been so liable to the applicable AmBev Indemnitee for any legal expenses subsequently incurred by such AmBev Indemnitee in connection with indemnified party had the indemnifying party not elected to assume the defense thereofof or to otherwise control the handling of such Third Party Claim. If Interbrew the indemnifying party assumes such defensedefense in accordance with this Section 8.3(b), AmBev the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrew)counsel, at its own expense, separate from the counsel employed by Interbrewthe indemnifying party, it being understood that Interbrew the indemnifying party shall control such defense. Interbrew Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the fees and expenses of counsel employed incurred by AmBev for any period during which Interbrew has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee shall have failed to give notice of the AmBev Third Party Claim as provided above). If Interbrew chooses to defend or prosecute an AmBev Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrew's request) the provision to Interbrew of records and information that are reasonably relevant to such AmBev Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not Interbrew assumes the defense of an AmBev Third Party Claim, no AmBev Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any AmBev Third Party Claim without Interbrew's prior written consent (which consent shall not be unreasonably withheld). If Interbrew assumes the defense of an AmBev Third Party Claim, the applicable AmBev Indemnitee shall agree to any settlement, compromise or discharge of such AmBev Third Party Claim that Interbrew may recommend and that by its terms obligates Interbrew to pay the full amount of the liability in connection with such AmBev Third Party Claim, which releases AmBev completely in connection with such AmBev Third Party Claim and that could not otherwise adversely affect AmBev. Notwithstanding the foregoing, Interbrew shall not be entitled to assume the defense of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee party in defending such AmBev Third Party Claim) if the AmBev Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an AmBev Indemnitee the indemnified party that AmBev the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew the indemnifying party shall be entitled to assume the defense of the portion relating to money damages.

Assumption. If an AmBev Third a Third-Party Claim is made against an indemnified party, Interbrew the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooseselects in writing, to assume the defense thereof with counsel selected by Interbrewthe indemnifying party; provided, however, that such counsel is not reasonably objected to by AmBevthe indemnified party. Should Interbrew the indemnifying party so elect to assume the defense of an AmBev Third a Third-Party Claim, Interbrew the indemnifying party shall not be liable to the applicable AmBev Indemnitee indemnified party for any legal expenses subsequently incurred by such AmBev Indemnitee the indemnified party in connection with the defense thereof. If Interbrew the indemnifying party assumes such defense, AmBev the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrew)counsel, at its own expense, separate from the counsel employed by Interbrewthe indemnifying party, it being understood that Interbrew the indemnifying party shall control such defense. Interbrew The indemnifying party shall be liable for the reasonable fees and expenses of counsel employed by AmBev the indemnified party for any period during which Interbrew the indemnifying party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee the indemnified party shall have failed to give notice of the AmBev Third Third-Party Claim following the 30 business day period set forth in clause (a) of this Section 8.05, as provided above). If Interbrew the named parties to a Third-Party Claim include both the indemnifying party and the indemnified party and the indemnified party have been advised by counsel that there is a conflict of interest requiring the indemnified party to have separate counsel, the indemnifying party shall be liable for all reasonable fees and expenses of one such separate counsel for all indemnified parties in connection with that Third-Party Claim. The indemnifying party shall be liable for the reasonable fees and expenses of one local counsel, if required. If the indemnifying party chooses to defend or prosecute an AmBev Third a Third-Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrewthe indemnifying party's request) the provision to Interbrew the indemnifying party of records and information that are reasonably relevant to such AmBev Third Third-Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not Interbrew the indemnifying party assumes the defense of an AmBev Third a Third-Party Claim, no AmBev Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any AmBev Third such Third-Party Claim without Interbrewthe indemnifying party's prior written consent (which consent shall not be unreasonably withheld). If Interbrew the indemnifying party assumes the defense of an AmBev Third a Third-Party Claim, the applicable AmBev Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such AmBev Third a Third-Party Claim that Interbrew the indemnifying party may recommend and that by its terms obligates Interbrew the indemnifying party to pay the full amount of the liability in connection with such AmBev Third Third-Party Claim, which releases AmBev the indemnified party completely in connection with such AmBev Third Party Claim and that could not otherwise adversely affect AmBev. Notwithstanding the foregoing, Interbrew shall not be entitled to assume the defense of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee in defending such AmBev Third Third-Party Claim) if the AmBev Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an AmBev Indemnitee that AmBev reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew shall be entitled to assume the defense of the portion relating to money damages.=============================================================================== -43-

Assumption. If an AmBev a Third Party Claim is made against an indemnified partyparty and the indemnifying party confirms in writing that it is obligated to indemnify such indemnified party pursuant to this Article VIII, Interbrew the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by Interbrewthe indemnifying party, PROVIDED that such Third Party Claim, together with all other indemnity claims then pending or theretofore made by the indemnified party, does not exceed the Indemnification Maximum; providedand, howeverPROVIDED, FURTHER, that such counsel is not reasonably objected to by AmBevthe indemnified party. Any election to assume the defense by the indemnifying party must be made in writing within 30 days after notice of claim from the indemnified party or within 30 days after the indemnified party presents a proposed settlement for indemnifying party's approval as set forth below. Should Interbrew the indemnifying party so elect to assume the defense of an AmBev a Third Party Claim, Interbrew the indemnifying party shall not be liable to the applicable AmBev Indemnitee indemnified party for any legal expenses subsequently incurred by such AmBev Indemnitee the indemnified party in connection with the defense thereof. If Interbrew the indemnifying party assumes such defense, AmBev the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrew)counsel, at its own expense, separate from the counsel employed by Interbrewthe indemnifying party, it being understood that Interbrew the indemnifying party shall control such defense, except to the extent that separate defenses are available to the indemnified party. Interbrew The indemnifying party shall be liable for the fees and expenses of counsel employed by AmBev the indemnified party for any period during which Interbrew the indemnifying party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee shall have failed to give notice of the AmBev Third Party Claim as provided above)thereof. If Interbrew the indemnifying party chooses to defend or prosecute an AmBev a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. If the indemnified party defends or prosecutes a Third Party Claim, all indemnifying parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrewthe indemnifying or indemnified party's request) the provision to Interbrew the indemnifying or indemnified party of records and information that are reasonably relevant to such AmBev Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not Interbrew If the indemnifying party assumes the defense of an AmBev Third Party Claim, no AmBev Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any AmBev Third Party Claim without Interbrew's prior written consent (which consent shall not be unreasonably withheld). If Interbrew assumes the defense of an AmBev a Third Party Claim, the applicable AmBev Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such AmBev a Third Party Claim that Interbrew the indemnifying party may recommend and that by its terms obligates Interbrew the indemnifying party to pay the full amount of the liability in connection with such AmBev Third Party Claim, which releases AmBev the indemnified party completely in connection with such AmBev Third Party Claim and that could would not otherwise adversely affect AmBevthe indemnified party. Notwithstanding the foregoing, Interbrew the indemnifying party shall not be entitled to assume the defense of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee the indemnified party in defending such AmBev Third Party Claim) if the AmBev Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an AmBev Indemnitee the indemnified party that AmBev the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew the indemnifying party shall be entitled to assume the defense of the portion relating to money damages. In the event the indemnifying party fails to assume the defense, settlement, or appeal of such Third Party Claim and/or fails to confirm in writing its obligation to indemnify the indemnified party pursuant to this Article VIII within 30 days after receipt of notice thereof from the indemnified party, the indemnified party shall have the right to undertake the defense, settlement, or appeal of such Third Party Claim.

Assumption. If an AmBev a Third Party Claim is made against an indemnified party, Interbrew the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by Interbrewthe indemnifying party; provided that the indemnifying party shall not have the right to assume the defense thereof where (1) the defendants in any such action include both the indemnified party and the indemnifying party, and the indemnified party has reasonably concluded based on the advice of counsel that there are legal defenses available to it which are different from, additional to or inconsistent with those available to the indemnifying party, or (2) it is reasonably likely that the losses or damages arising or resulting from such Third Party Claim will exceed the amount the indemnified party will be entitled to recover from the indemnifying party pursuant to this Agreement; provided, howeverfurther, that such counsel is not reasonably objected to by AmBev. Should Interbrew so elect notwithstanding the forgoing proviso, Seller shall have the absolute right to assume the defense of an AmBev any Third Party Claim related to the matters on Section 11.01(a) of the Purchaser Disclosure Schedule. Should the indemnifying party so elect in writing to assume the defense of a Third Party Claim, Interbrew and so long as the indemnifying party thereafter continues to diligently defend such Third Party Claim, the indemnifying party shall not be liable to the applicable AmBev Indemnitee indemnified party for any legal expenses subsequently incurred by such AmBev Indemnitee the indemnified party in connection with the defense thereof. If Interbrew the indemnifying party assumes such defense, AmBev the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrew)counsel, at its own expense, separate from the counsel employed by Interbrewthe indemnifying party, it being understood that Interbrew the indemnifying party shall control such defense. Interbrew The indemnifying party shall be liable for the fees and expenses of counsel employed by AmBev the indemnified party for any period during which Interbrew the indemnifying party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee the indemnified party shall 50 have failed to give notice of the AmBev Third Party Claim as provided above). If Interbrew the indemnifying party chooses to defend or prosecute an AmBev a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrew's the indemnifying party’s request) the provision to Interbrew the indemnifying party of records and information that are reasonably relevant to such AmBev Third Party Claim, and making employees available on a mutually convenient basis to testify and provide additional information and explanation of any material provided hereunder. Whether or not Interbrew the indemnifying party assumes the defense of an AmBev a Third Party Claim, no AmBev Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any AmBev such Third Party Claim without Interbrew's the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld)consent. If Interbrew the indemnifying party assumes the defense of an AmBev a Third Party Claim, the applicable AmBev Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such AmBev a Third Party Claim that Interbrew the indemnifying party may recommend and that by its terms obligates Interbrew the indemnifying party to pay the full amount of the liability in connection with such AmBev Third Party Claim, Claim and which releases AmBev the indemnified party completely in connection with such AmBev Third Party Claim; provided, however, that the indemnifying party shall not, without prior written consent of the indemnified party (which consent shall not be unreasonably withheld, conditioned or delayed), settle, compromise or offer to settle or compromise any Third Party Claim and on a basis that could not otherwise adversely affect AmBev. Notwithstanding would result in (i) injunctive or other nonmonetary relief against the foregoingindemnified party, Interbrew shall not be entitled to assume including the defense imposition of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee in defending such AmBev Third Party Claim) if the AmBev Third Party Claim seeks an a consent order, injunction or other equitable relief decree that would restrict the future activity or relief for other than money damages against an AmBev Indemnitee that AmBev reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion conduct of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew shall be entitled to assume indemnified party or (ii) a finding or admission of fault or misconduct by the defense of the portion relating to money damagesindemnified party.

Assumption. If an AmBev a Third Party Claim is made against an indemnified partyIndemnified Party, Interbrew the indemnifying party shall be entitled to participate in the defense thereof and, if it so choosessubject to the limitations set forth in Section 9.04(c), to assume the defense thereof with counsel selected by Interbrewthe indemnifying party; provided, however, that (i) such counsel is not reasonably objected to by AmBevthe Indemnified Party, (ii) prior to assuming control of such defense, the indemnifying party must furnish the Indemnified Party with evidence that the indemnifying party has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations, if any, hereunder. Should Interbrew so elect In the event that the indemnifying party assumes the defense of a Third-Party Claim in accordance with this Section 9.04, the indemnifying party shall have a sixty (60) day period (the “Discovery Period”) following receipt by the indemnifying party of notice of such Third Party Claim during which the indemnifying party shall be entitled to reasonable discovery with respect to the indemnifiable nature of the claims. The indemnifying party and the Indemnified Party shall reasonably cooperate with each other with respect to such discovery. If the indemnifying party does not provide written notice to the Indemnified Party by the end of the Discovery Period that it no longer continues to assume the defense of an AmBev Third the Third-Party Claim, Interbrew the claims made in that Third-Party Claim will be conclusively established for purposes of this Agreement as within the scope of and subject to indemnification hereunder. Should the indemnifying party so elect to assume and continue the defense of a Third Party Claim in accordance with and subject to the limitations of this Section 9.04, the indemnifying party shall not be liable to the applicable AmBev Indemnitee Indemnified Party for any legal expenses subsequently incurred by such AmBev Indemnitee the Indemnified Party in connection with the defense thereofthereof following the 50 CLI-2060753v12 Discovery Period. If Interbrew the indemnifying party assumes such defense, AmBev the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrewthe indemnifying party), at its own expense, separate from the counsel employed by Interbrewthe indemnifying party, it being understood that Interbrew the indemnifying party shall control such defense. Interbrew defense in accordance with and subject to the limitations of this Section 9.04; provided, however that the indemnifying party shall be liable for the fees and expenses of counsel employed by AmBev the Indemnified Party (A) for any period during which Interbrew the indemnifying party has not assumed the defense thereof or (other than during any period B) if the Indemnified Party shall reasonably conclude, after consultation with outside legal counsel, that there is a conflict of interest between the indemnifying party and the Indemnified Party in which an AmBev Indemnitee shall have failed to give notice the conduct of the AmBev Third Party Claim as provided above)defense of such claim. If Interbrew chooses Each party shall reasonably cooperate, and shall cause its affiliates to defend or prosecute an AmBev Third Party Claim, all the indemnified parties shall reasonably cooperate in the defense or prosecution thereof. Such cooperation of any Third Party Claim and shall include the retention retain and (provide upon Interbrew's request) the provision to Interbrew of reasonable request records and information that are reasonably relevant to such AmBev Third Party Claim, Claim and making make employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not Interbrew If the indemnifying party assumes the defense of an AmBev Third Party Claim, no AmBev Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any AmBev a Third Party Claim without Interbrew's in accordance with and subject to the limitations of this Section 9.04, the indemnifying party shall obtain the prior written consent of the Indemnified Party (which such consent shall not be unreasonably withheld). If Interbrew assumes the defense ) before entering into any settlement of an AmBev such Third Party Claim; provided, however that consent of the applicable AmBev Indemnitee Indemnified Party shall agree to not be required for any settlement, compromise or discharge such settlement if (X) such settlement includes an unconditional release of such AmBev Third Indemnified Party Claim from all liability on claims that Interbrew may recommend and that by its terms obligates Interbrew to pay are the full amount subject matter of the liability in connection with such AmBev Third Party Claim, which releases AmBev completely in connection with such AmBev Third Party Claim and that could does not otherwise adversely affect AmBev. Notwithstanding the foregoinginclude any statement as to or any admission of fault, Interbrew shall not be entitled culpability or a failure to assume the defense act by or on behalf of any AmBev Third Party Claim Indemnified Party, (Y) the sole relief provided is monetary damages that are paid in full by the indemnifying party and shall be liable for the reasonable fees and expenses of counsel incurred by (Z) such settlement does not permit any AmBev Indemnitee in defending such AmBev Third Party Claim) if the AmBev Third Party Claim seeks an order, injunction or other equitable relief to be entered, directly or relief for other than money damages indirectly, against an AmBev Indemnitee that AmBev reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damagesthe Indemnified Party. If such equitable relief or other relief portion of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew shall be entitled to indemnifying party does not assume the defense of a Third Party Claim, the portion relating Indemnified Party shall not be entitled to money damagesindemnification hereunder with respect thereto if it has admitted liability with respect to, or settled, compromised or discharged, such Third Party Claim without the indemnifying party’s prior written consent (such consent not to be unreasonably withheld).

Assumption. If an AmBev a Third Party Claim is made against an indemnified party, Interbrew the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, at its own expense, to assume assume, conduct and control the settlement or defense thereof with counsel selected by Interbrewthe indemnifying party; provided, however, that such counsel is not reasonably objected to by AmBevthe indemnified party. Should Interbrew the indemnifying party so elect to assume the defense of an AmBev a Third Party Claim, Interbrew the indemnifying party shall not be liable to the applicable AmBev Indemnitee indemnified party for any legal expenses subsequently incurred by such AmBev Indemnitee the indemnified party in connection with the defense thereof. If Interbrew the indemnifying party assumes such defense, AmBev the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrewthe indemnifying party), at its own expense, separate from the counsel employed by Interbrewthe indemnifying party, it being understood that Interbrew the indemnifying party shall control and conduct such defensedefense and settlement. Interbrew The indemnifying party shall be liable for the fees and expenses of counsel employed by AmBev the indemnified party with respect to any Third Party Claim for any period during which Interbrew the indemnifying party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee the indemnified party shall have failed to give notice of the AmBev Third Party Claim as provided above). If Interbrew the indemnifying party chooses to defend or prosecute an AmBev a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrewthe indemnifying party's request) the provision to Interbrew the indemnifying party of records and information that are reasonably relevant to such AmBev Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not Interbrew If the indemnifying party assumes the defense of an AmBev a Third Party Claim, no AmBev Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any AmBev such Third Party Claim without Interbrewthe indemnifying party's prior written consent (which consent shall not be unreasonably withheld). If Interbrew assumes consent, and the defense of an AmBev Third Party Claim, the applicable AmBev Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such AmBev a Third Party Claim that Interbrew the indemnifying party may recommend that does not impose any obligations or conditions on the indemnified party (other than obligations or conditions that are immaterial) and that by its terms obligates Interbrew the indemnifying party to pay the full amount of the liability in connection with such AmBev Third Party Claim, which releases AmBev thereby releasing the indemnified party completely in connection with such AmBev Third Party Claim and that could not otherwise adversely affect AmBevClaim. Notwithstanding the foregoing, Interbrew the indemnified party shall have the right to settle, compromise or discharge any Third Party Claim; provided, that in such event it shall waive any right to indemnification under Section 8.1 or 8.2 with respect thereto. If the indemnifying party does not be entitled to assume the defense of a Third Party Claim, the indemnified party shall have the right to conduct and control the defense and settlement in such manner as it deems appropriate, including settling or compromising any AmBev such Third Party Claim (after giving prior written notice of the same to the indemnifying party and obtaining the prior written consent of the indemnifying party, which consent shall not be unreasonably withheld, conditioned or delayed) on such terms of the indemnified party may reasonably deem appropriate, and in connection therewith shall have indemnification rights as set forth in this Agreement. The indemnification required by Section 8.1 or 8.2 shall be liable for made by periodic payments of the reasonable fees amount thereof during the course of the investigation or defense as and expenses of counsel incurred by any AmBev Indemnitee in defending such AmBev when bills are received or loss, liability, claim, damage or expense is incurred. All claims under Section 8.1 or 8.2 other than Third Party Claim) if the AmBev Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an AmBev Indemnitee that AmBev reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew shall be entitled governed by Section 8.5(c). All Claims related to assume the defense of the portion relating to money damagesTaxes shall be governed by Section 5.7(c).

Assumption. If an AmBev a Third Party Claim is made against an indemnified partyIndemnified Party, Interbrew the Indemnifying Party shall be entitled have the right to participate in assume the defense thereof andand control of such Third Party Claim (unless (i) the Indemnifying Party is also a party to such Third Party Claim and the Indemnified Party determines in good faith that joint representation would be inappropriate, (ii) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its willingness and financial capacity to defend such Third Party Claim and provide indemnification with respect to such portion of such Third Party Claim which the Indemnifying Party is so required to indemnify or (iii) the Indemnified Party has determined in good faith that (A) the amount of the liability to be paid by the Indemnified Party as a result of such Third Party Claim is reasonably expected to exceed the amount which the Indemnifying Party would have to pay as a result of such Third Party Claim, or (B) such Third Party Claim may materially adversely affect the Indemnified Party or its Affiliates other than as a result of monetary damages, if it the Indemnifying Party so chooses, to assume the defense thereof with counsel selected by Interbrew; providedthe Indemnifying Party, however, that such which counsel is not must be reasonably objected satisfactory to by AmBevthe Indemnified Party). Should Interbrew so elect to assume If the Indemnifying Party assumes the defense of an AmBev a Third Party ClaimClaim in accordance with this Section 9.3(b), Interbrew (i) the Indemnifying Party shall not be liable to the applicable AmBev Indemnitee Indemnified Party for any legal expenses subsequently incurred by such AmBev Indemnitee the Indemnified Party in connection with the defense thereofthereof and (ii) it shall be conclusively established for purposes hereof that such Third Party Claim is within the scope of and subject to indemnification hereunder. Any such participation or assumption shall not constitute a waiver by any party of any attorney-client privilege in connection with such Third Party Claim. If Interbrew the Indemnifying Party assumes such defensethe defense of a Third Party Claim in accordance with this Section 9.3(b), AmBev the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrew)counsel, at its own expense, separate from the counsel employed by Interbrewthe Indemnifying Party, it being understood that Interbrew the Indemnifying Party shall control such defense. Interbrew ; provided, however, that the Indemnifying Party shall be liable for pay the fees and expenses of separate counsel employed by AmBev for any period during which Interbrew has not assumed if the defense thereof (other than during any period in which an AmBev Indemnitee employment of separate counsel shall have failed been authorized in writing by the Indemnifying Party in connection with defending such claim or the Indemnified Party shall have been advised by counsel that (A) there may be defenses available to give notice the Indemnified Party that are different to or additional to those available to the Indemnifying Party or (B) there is a conflict of the AmBev Third Party Claim as provided above)interest that could make it inappropriate under applicable standards of professional conduct to have common counsel. If Interbrew the Indemnifying Party chooses to defend or prosecute an AmBev a Third Party Claim, all the indemnified parties Indemnified Parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrew's the Indemnifying Party’s request) the provision to Interbrew the Indemnifying Party of records and information that are reasonably relevant to such AmBev Third Party Claim, and making employees available on at such times and places as may be reasonably necessary to defend against such Third Party Claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party Claim. If notice is given to an Indemnifying Party of a mutually convenient basis Third Party Claim in accordance with this Section 9.3(b) and the Indemnifying Party does not, within thirty (30) days after such notice is given, give notice to provide additional information and explanation the Indemnified Party of any material provided hereunder. Whether or not Interbrew assumes its election to assume the defense of an AmBev Third Party Claim, no AmBev Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any AmBev Third Party Claim without Interbrew's prior written consent (which consent shall not be unreasonably withheld). If Interbrew assumes the defense of an AmBev such Third Party Claim, the applicable AmBev Indemnitee shall agree to Indemnifying Party will be bound by any determination made in such Third Party Claim or any settlement, compromise or discharge effected by the Indemnified Party. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party shall not settle such AmBev Third Party Claim that Interbrew may recommend and that by its terms obligates Interbrew to pay without the full amount consent of the liability Indemnified Party unless such settlement (i) does not involve any finding or admission of any violation of Law or any violation of the rights of any Person and would not have any adverse effect on any other claims that may be made against the Indemnified Party, (ii) does not involve any relief other than monetary damages that are paid in full by the Indemnifying Party and (iii) completely, finally and unconditionally releases the Indemnified Party in connection with such AmBev Third Party Claim, which releases AmBev completely in connection with such AmBev Third Party Claim and that could would not otherwise adversely affect AmBevthe Indemnified Party. Notwithstanding the foregoing, Interbrew the Indemnifying Party shall not be entitled to assume the defense of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee the Indemnified Party in defending such AmBev Third Party Claim) if (i) the AmBev Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money monetary damages against an AmBev Indemnitee that AmBev reasonably determines, after conferring with its outside counsel, cannot for which the Indemnified Party would be separated from any related claim for money damages. If such equitable relief entitled to indemnification under this Agreement or other relief portion of (ii) the AmBev Third Party Claim can be so separated from that for money damagesis a criminal or administrative Action against the Indemnified Party or otherwise involves a Governmental Entity, Interbrew shall be entitled or the underlying facts or circumstances of such Third Party Claim are reasonably expected to assume the defense of the portion relating give rise to money damagessuch an Action.

Assumption. If an AmBev a Third Party Claim is made against an indemnified party, Interbrew the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by Interbrewthe indemnifying party; provided, however, that such counsel is not reasonably objected to by AmBevthe indemnified party. Should Interbrew the indemnifying party so elect to assume the defense of an AmBev a Third Party Claim, Interbrew the indemnifying party shall not be liable to the applicable AmBev Indemnitee indemnified party for any legal expenses subsequently incurred by such AmBev Indemnitee the indemnified party in connection with the defense thereof. If Interbrew the indemnifying party assumes such defense, AmBev the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrew)counsel, at its own expense, separate from the counsel employed by Interbrewthe indemnifying party, it being understood that Interbrew the indemnifying party shall control such defense. Interbrew The indemnifying party shall be liable for the fees and expenses of counsel employed by AmBev the indemnified party for any period during which Interbrew the indemnifying party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee shall have failed to give notice of the AmBev Third Party Claim as provided above)thereof. If Interbrew the indemnifying party chooses to defend or prosecute an AmBev a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrew's the indemnifying party’s request) the provision to Interbrew the indemnifying party of records and information that are reasonably relevant to such AmBev Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not Interbrew the indemnifying party assumes the defense of an AmBev a Third Party Claim, no AmBev Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any AmBev such Third Party Claim without Interbrew's the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld). If Interbrew the indemnifying party assumes the defense of an AmBev a Third Party Claim, the applicable AmBev Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such AmBev a Third Party Claim that Interbrew the indemnifying party may recommend and that by its terms obligates Interbrew the indemnifying party to pay the full amount of the liability in connection with such AmBev Third Party Claim, which releases AmBev the indemnified party completely in connection with such AmBev Third Party Claim and that could would not otherwise adversely affect AmBevthe indemnified party in any material respect. Notwithstanding the foregoing, Interbrew the indemnifying party shall not be entitled to assume the defense of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee the indemnified party in defending such AmBev Third Party Claim) (x) unless the indemnifying party acknowledges in writing, based on the alleged facts stated in the notice delivered to the indemnifying party pursuant to Section 8.05(a), its irrevocable and unconditional obligation to indemnify the indemnified party hereunder (subject to the limitations set forth in this Article VIII), (y) there is reasonable probability that the indemnifying party shall, after giving effect to the limitations set forth in Section 8.01(b) and the other provisions of this Agreement and the Ancillary Agreements, bear in excess of 50% of any Losses with respect to such claim and (z) if the AmBev Third Party Claim seeks involves primarily a claim for monetary damages and any claim for an order, injunction or other equitable relief or relief for other than money monetary damages against the indemnified party as part of such claim is only incidental to such claim for monetary damages (provided that if the Third Party Claim seeks more than an AmBev Indemnitee incidental order, injunction or other equitable relief or relief for other than monetary damages against the indemnified party that AmBev the indemnified party reasonably determines, after conferring with its outside counsel, cannot can be readily separated from any related claim for money damages. If such equitable relief or other relief portion of the AmBev Third Party Claim can be so separated from that for money monetary damages, Interbrew the indemnifying party shall be entitled to assume the control of the defense of the portion relating to money monetary damages).

Assumption. If an AmBev a Third Party Claim is made against an indemnified party, Interbrew the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by Interbrew; provided, however, that such counsel is not reasonably objected to by AmBevthe indemnifying party. Should Interbrew the indemnifying party so elect in writing to assume the defense of an AmBev a Third Party Claim, Interbrew the indemnifying party shall not be liable to the applicable AmBev Indemnitee indemnified party for any legal expenses subsequently incurred by such AmBev Indemnitee the indemnified party in connection with the defense thereof. If Interbrew the indemnifying party assumes such defense, AmBev the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrew)counsel, at its own expense, separate from the counsel employed by Interbrewthe indemnifying party, it being understood that Interbrew the indemnifying party shall control such defense. Interbrew The indemnifying party shall be liable for the reasonable and documented fees and expenses of counsel employed by AmBev the indemnified party for any period during which Interbrew the indemnifying party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee the indemnified party shall have failed to give notice of the AmBev Third Party Claim as provided abovein accordance with Section 8.06(a)). If Interbrew the indemnifying party chooses to defend or prosecute an AmBev a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrew's the indemnifying party’s request) the provision to Interbrew the indemnifying party of records and information that are reasonably relevant to such AmBev Third Party Claim, and making employees available on a mutually convenient basis to testify and provide additional information and explanation of any material provided hereunder. Whether or not Interbrew the indemnifying party assumes the defense of an AmBev a Third Party Claim, no AmBev Indemnitee the indemnified party shall not admit any liability with respect toto (other than giving testimony under oath when required to do so), or settle, compromise or discharge, any AmBev such Third Party Claim without Interbrew's the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld)consent. If Interbrew the indemnifying party assumes the defense of an AmBev a Third Party Claim, the applicable AmBev Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such AmBev a Third Party Claim that Interbrew the indemnifying party may recommend and that by its terms obligates Interbrew the indemnifying party to pay the full amount of the liability in connection with such AmBev Third Party Claim, Claim and which releases AmBev the indemnified party completely in connection with such AmBev Third Party Claim; provided, however, that the indemnifying party shall not, without prior written consent of the indemnified party (which consent shall not be unreasonably withheld, conditioned or delayed), settle, compromise or offer to settle or compromise any Third Party Claim and on a basis that could not otherwise adversely affect AmBev. Notwithstanding would result in (i) injunctive or other nonmonetary relief against the foregoingindemnified party, Interbrew shall not be entitled to assume including the defense imposition of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee in defending such AmBev Third Party Claim) if the AmBev Third Party Claim seeks an a consent order, injunction or other equitable relief decree that would restrict the future activity or relief for other than money damages against an AmBev Indemnitee that AmBev reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion conduct of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew shall be entitled to assume indemnified party or (ii) a finding or admission of fault or misconduct by the defense of the portion relating to money damagesindemnified party.

Assumption. If an AmBev a Third Party Claim is made against an indemnified partyIndemnified Party, Interbrew the Indemnifying Party shall be entitled to participate in the defense thereof andand (unless (i) the Indemnifying Party is also a party to such Third Party Claim and the joint representation would create a conflict of interest under applicable standards of professional conduct or (ii) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its willingness and financial capacity to defend such Third Party Claim and provide indemnification with respect to such Third Party Claim), if it the Indemnifying Party so chooses, to assume the defense thereof with counsel selected by Interbrew; providedthe Indemnifying Party, howeverwhich counsel must be reasonably satisfactory to the Indemnified Party, that by giving written notice thereof to the Indemnified Party within ten (10) Business Days after Indemnified Party gives notice to the Indemnifying Party of such counsel is not reasonably objected to by AmBevThird Party Claim. Should Interbrew so elect to assume If the Indemnifying Party assumes the defense of an AmBev a Third Party ClaimClaim in accordance with this Section 6.05(b), Interbrew (i) the Indemnifying Party shall not be liable to the applicable AmBev Indemnitee Indemnified Party for any legal expenses subsequently incurred by such AmBev Indemnitee the Indemnified Party in connection with the defense thereofthereof and (ii) it shall be conclusively established for purposes hereof that such Third Party Claim is within the scope of and subject to indemnification hereunder. Any such participation or assumption shall not constitute a waiver by any party of any attorney-client privilege in connection with such Third Party Claim. If Interbrew the Indemnifying Party assumes such defensethe defense of a Third Party Claim in accordance with this Section 6.05(b), AmBev the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrew)counsel, at its own expense, separate from the counsel employed by Interbrewthe Indemnifying Party, it being understood that Interbrew the Indemnifying Party shall control such defense; provided, however, that the Indemnifying Party shall pay the fees and expenses of separate counsel if the Indemnified Party shall have been advised by counsel that (A) there may be defenses available to the Indemnified Party that are different to or additional to those available to the Indemnifying Party or (B) there is a conflict of interest that would reasonably be expected to make it inappropriate under applicable standards of professional conduct to have common counsel. Interbrew The Indemnifying Party shall be liable for the fees and expenses of counsel employed by AmBev the Indemnified Party for any period during which Interbrew the Indemnifying Party has not timely assumed the defense thereof (other than during any period in which an AmBev Indemnitee shall have failed pursuant to give notice of the AmBev Third Party Claim as provided abovethis Section 6.05(b). If Interbrew the Indemnifying Party chooses to defend or prosecute an AmBev a Third Party Claim, all the indemnified parties Indemnified Party shall cooperate in the defense or prosecution thereof. Such cooperation shall include If notice is given to the retention and (upon Interbrew's request) the provision to Interbrew Indemnifying Party of records and information that are reasonably relevant to such AmBev a Third Party ClaimClaim in accordance with this Section 6.05(b) and the Indemnifying Party does not, and making employees available on a mutually convenient basis within ten (10) Business Days after such notice is given, give notice in writing to provide additional information and explanation the Indemnified Party of any material provided hereunder. Whether or not Interbrew assumes its election to assume the defense of an AmBev Third Party Claim, no AmBev Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any AmBev Third Party Claim without Interbrew's prior written consent (which consent shall not be unreasonably withheld). If Interbrew assumes the defense of an AmBev such Third Party Claim, the applicable AmBev Indemnitee shall agree to Indemnifying Party will be bound by any determination made in such Third Party Claim or any settlement, compromise or discharge effected by the Indemnified Party. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party shall defend such AmBev Third Party Claim vigorously and diligently to final conclusion or settlement of such Third Party Claim; provided, however, that Interbrew may recommend and that by its terms obligates Interbrew to pay the full amount Indemnifying Party shall not settle such Third Party Claim without the consent of the liability Indemnified Party unless such settlement (i) does not involve any finding or admission of any violation of Law or any violation of the rights of any Person and would not have any adverse effect on any other claims that may be made against any Person, (ii) does not involve any relief other than monetary damages that are paid in full by the Indemnifying Party and (iii) completely, finally and unconditionally releases the Indemnified Party in connection with such AmBev Third Party Claim, which releases AmBev completely in connection with such AmBev Third Party Claim and that could would not otherwise adversely affect AmBevthe Indemnified Party. Notwithstanding the foregoing, Interbrew the Indemnifying Party shall not be entitled to assume the defense of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee the Indemnified Party in defending such AmBev Third Party Claim) if (i) the AmBev Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money monetary damages against an AmBev Indemnitee that AmBev reasonably determinesfor which the Indemnified Party would be entitled to indemnification under this Agreement or may otherwise adversely affect the Indemnified Party, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of (ii) the AmBev Third Party Claim can is a criminal or administrative proceeding, or relates to such a proceeding, or the underlying facts or circumstances of which would reasonably be so separated from that for money damagesexpected to give rise to such a proceeding or (iii) the Third Party Claim involves a material customer, Interbrew supplier, vendor or other material business relation of an Indemnified Party, in which cases, the Indemnified Party shall not settle any such Third Party Claim in connection with which the Indemnified Party would be entitled to assume indemnification under this Agreement without the defense consent of the portion relating Indemnifying Party, not to money damagesbe unreasonably withheld, delayed or conditioned.

Assumption. If an AmBev a Third Party Claim is made against an indemnified partyIndemnified Party, Interbrew the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by Interbrewthe indemnifying party; provided, however, that such counsel is not -------- ------- reasonably objected to by AmBevthe Indemnified Party. Should Interbrew the indemnifying party so elect to assume the defense of an AmBev a Third Party Claim, Interbrew the indemnifying party shall not be liable to the applicable AmBev Indemnitee Indemnified Party for any reasonable legal expenses subsequently incurred by such AmBev Indemnitee the Indemnified Party in connection with the defense thereof. If Interbrew the indemnifying party assumes such defense, AmBev the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrew)counsel, at its own expense, separate from the counsel employed by Interbrewthe indemnifying party, it being understood that Interbrew the indemnifying party shall control such defense; provided that the indemnifying party shall bear the -------- reasonable fees and expenses of such separate counsel (i) if the parties to any such action or proceeding (including impleaded parties) include any of the Price Entities (other than the Price Entities) and representation of both parties would, in the reasonable opinion of counsel for the Indemnified Party, be inappropriate due to a conflict of interest or (ii) if the indemnifying party shall not have employed counsel (other than counsel that is reasonably objected to by the Indemnified Party) within a reasonable time after the Indemnified Party has given notice of the institution of a Third Party Claim in compliance with Section 15.4(a). Interbrew The indemnifying party shall be liable for the reasonable fees and expenses of counsel employed by AmBev the Indemnified Party for any period during which Interbrew the indemnifying party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee shall have failed thereof, provided that such counsel is not reasonably objected to give notice of by the AmBev Third Party Claim as provided above)indemnifying -------- party. If Interbrew the indemnifying party chooses to defend or prosecute an AmBev a Third Party Claim, all the indemnified parties Indemnified Parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrewthe indemnifying party's request) the provision to Interbrew the indemnifying party of records and information that are reasonably relevant to such AmBev Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not Interbrew If the indemnifying party assumes the defense of an AmBev a Third Party Claim, no AmBev Indemnitee the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, any AmBev such Third Party Claim without Interbrewthe indemnifying party's prior written consent (which consent shall not be unreasonably withheld). If Interbrew the indemnifying party assumes the defense of an AmBev a Third Party Claim, the applicable AmBev Indemnitee Indemnified Party shall agree to any settlement, compromise or discharge of such AmBev a Third Party Claim that Interbrew the indemnifying party may recommend and that by its terms obligates Interbrew the indemnifying party to pay the full amount of the liability in connection with such AmBev Third Party Claim, which releases AmBev the Indemnified Party completely in connection with such AmBev Third Party Claim and that could would not otherwise materially adversely affect AmBev. Notwithstanding the foregoing, Interbrew shall not be entitled to assume the defense of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee in defending such AmBev Third Party Claim) if the AmBev Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an AmBev Indemnitee that AmBev reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew shall be entitled to assume the defense of the portion relating to money damagesIndemnified Party.

Assumption. If an AmBev a Third Party Claim is made against an indemnified partyIndemnified Party, Interbrew the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by Interbrew; providedthe indemnifying party, howeverin each case at its own expense. The indemnifying party shall not be entitled to assume or maintain control of the defense of any Third Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party if (i) the Third Party Claim relates to or arises in connection with any criminal proceeding, that such counsel action, indictment, allegation or investigation, or (ii) the indemnifying party has failed or is not reasonably objected failing to by AmBevprosecute or defend the Third Party Claim. Should Interbrew the indemnifying party be so entitled to and so elect to assume the defense of an AmBev a Third Party Claim, Interbrew the indemnifying party shall not be liable to the applicable AmBev Indemnitee Indemnified Party for any legal expenses subsequently incurred by such AmBev Indemnitee the Indemnified Party in connection with the defense thereof. If Interbrew the indemnifying party assumes such defense, AmBev the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrewthe indemnifying party), at its own expense, separate from the counsel employed by Interbrewthe indemnifying party, it being understood that Interbrew the indemnifying party shall control such defense. Interbrew The foregoing notwithstanding, the indemnifying party shall be liable for the fees and expenses of counsel employed by AmBev the Indemnified Party for any period during which Interbrew the indemnifying party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee the Indemnified Party shall have failed to give notice of the AmBev Third Party Claim as provided above)) or if the Indemnified Party has been advised by its outside counsel that there exists a conflict of interest that would make it inappropriate for the same counsel to represent both the Indemnified Party and the indemnifying party. If Interbrew the indemnifying party is entitled to and chooses to defend or prosecute an AmBev a Third Party Claim, all the indemnified parties Indemnified Parties shall cooperate in the defense or prosecution thereof; if the Indemnified Parties are entitled to and choose to so defend or prosecute, the indemnifying party shall cooperate in such defense or prosecution. Such cooperation shall include the retention and (upon Interbrew's the indemnifying party’s request) the provision to Interbrew the indemnifying party of records and information that are reasonably relevant to such AmBev Third Party Claim, and making directors, officers, agents, advisors and employees reasonably available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether With respect to any Third Party Claim, neither the indemnifying party (if it does not assume the defense of such Third Party Claim) nor the Indemnified Party (whether or not Interbrew the indemnifying party assumes the defense of an AmBev such Third Party Claim), without the prior written consent of the other party, such consent not to be unreasonably withheld, delayed or conditioned, may settle, compromise or discharge any Third-Party Claim or permit a default or consent to entry of any judgment with respect to such Third-Party Claim. If the indemnifying party assumes the defense of a Third Party Claim, no AmBev Indemnitee it shall admit any liability with respect tonot, without the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld, delayed or conditioned, settle, compromise or discharge, discharge any AmBev Third Third-Party Claim without Interbrew's prior written or permit a default or consent (which consent shall not be unreasonably withheld). If Interbrew assumes the defense to entry of an AmBev Third any judgment with respect to such Third-Party Claim, unless (i) the applicable AmBev Indemnitee shall agree to any settlement, compromise or discharge of such AmBev Third Party Claim that Interbrew may recommend and that by its terms obligates Interbrew to pay indemnifying party pays the full amount of the monetary liability in connection with such AmBev Third Party Claim, which releases AmBev completely in connection with (ii) such AmBev Third settlement or compromise does not contain any admission of liability or wrongdoing by the Indemnified Party Claim and that could (iii) such settlement or compromise does not otherwise adversely affect AmBev. Notwithstanding the foregoingimpose any sanctions, Interbrew shall not be entitled to assume the defense of any AmBev Third Party Claim restrictions or obligations (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee in defending such AmBev Third Party Claim) if the AmBev Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an AmBev Indemnitee that AmBev reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of monetary liabilities paid by the AmBev Third Party Claim can be so separated from that for money damages, Interbrew shall be entitled to assume indemnifying party)) on the defense of the portion relating to money damagesIndemnified Party.

Assumption. If an AmBev a Third Party Claim is made against an indemnified partyIndemnified Party, Interbrew the Indemnifying Party shall be entitled to participate in the defense thereof and, and if it so chooses, to assume the defense thereof with counsel selected by Interbrewthe Indemnifying Party and reasonably acceptable to the Indemnified Party; provided, however, that such counsel is the Indemnifying Party shall not reasonably objected to by AmBev. Should Interbrew so elect be entitled to assume the defense thereof if (i) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of an AmBev its willingness to defend such Third Party Claim, Interbrew (ii) the Third Party Claim is a criminal Proceeding, or relates to such a Proceeding, or (iii) such Third Party Claim may be covered by the Representations and Warranties Insurance Policy or any amended or replacement policy even if the Losses are not expected to exceed the retention under such Representations and Warranties Insurance Policy. If the Indemnifying Party assumes the defense of a Third Party Claim in accordance with this Section 11.4(b), the Indemnifying Party shall not be liable to the applicable AmBev Indemnitee Indemnified Party for any legal expenses subsequently incurred by such AmBev Indemnitee the Indemnified Party in connection with the defense thereof, provided that the Indemnified Party shall have the right to employ one (1) counsel to represent such Indemnified Party (plus one (1) local counsel in each applicable jurisdiction) if the Indemnified Party and the Indemnifying Party are both named parties to the Proceedings and the Indemnified Party determines in good faith and upon advice of outside legal counsel that joint representation would be inappropriate due to actual or potential differing interests between them, and in that event the reasonable fees and expenses of such separate counsel for the Indemnified Party shall be paid by the Indemnifying Party. Any such participation or assumption shall not constitute a waiver by any party of any attorney-client privilege in connection with such Third Party Claim. If Interbrew the Indemnifying Party assumes such defensethe defense of a Third Party Claim in accordance with this Section 11.4(b), AmBev the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrew)counsel, at its own expense, separate from the counsel employed by Interbrewthe Indemnifying Party, it being understood that Interbrew the Indemnifying Party shall control such defense. Interbrew shall be liable for If the fees and expenses of counsel employed by AmBev for any period during which Interbrew has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee shall have failed to give notice of the AmBev Third Indemnifying Party Claim as provided above). If Interbrew chooses to defend or prosecute an AmBev a Third Party Claim, then the Indemnifying Party and all of the indemnified parties Indemnified Parties shall reasonably cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrew's request) the provision If notice is given to Interbrew an Indemnifying Party of records and information that are reasonably relevant to such AmBev a Third Party ClaimClaim in accordance with this Section 11.4(b) and the Indemnifying Party does not, and making employees available on a mutually convenient basis within twenty (20) Business Days after such notice is given, give notice to provide additional information and explanation the Indemnified Party of any material provided hereunder. Whether or not Interbrew assumes its election to assume the defense of an AmBev Third Party Claim, no AmBev Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any AmBev such Third Party Claim without Interbrew's prior written consent (which consent shall not in accordance with this Section 11.4(b), the Indemnifying Party will be unreasonably withheld). If Interbrew assumes the defense of an AmBev bound by any determination made in such Third Party Claim, the applicable AmBev Indemnitee shall agree to Claim or any settlement, compromise or discharge effected by the Indemnified Party. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party shall not settle such AmBev Third Party Claim that Interbrew may recommend and that by its terms obligates Interbrew to pay without the full amount consent of the liability Indemnified Party unless such settlement (i) does not involve any finding or admission of any violation of Law or any violation of the rights of any Person, (ii) does not involve any relief other than monetary damages that are paid in full by the Indemnifying Party (iii) does not require the consent of the insurance policy provider pursuant to the Representations and Warranties Insurance Policy and (iv) completely, finally and unconditionally releases the Indemnified Party in connection with such AmBev Third Party Claim, which releases AmBev completely in connection with such AmBev Third Party Claim and that could not otherwise adversely affect AmBev. Notwithstanding the foregoing, Interbrew shall not be entitled to assume the defense of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee in defending such AmBev Third Party Claim) if the AmBev Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an AmBev Indemnitee that AmBev reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew shall be entitled to assume the defense of the portion relating to money damages.

Assumption. If an AmBev a Third Party Claim is made against an indemnified partyIndemnified Party, Interbrew the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof at its sole cost with counsel selected by Interbrewthe indemnifying party; provided, however, that such counsel is not reasonably objected to by AmBevthe Indemnified Party; provided, further, that the Indemnified Party shall be entitled to assume and control the defense of a Third Party Claim if the Indemnified Party has one or more defenses or counterclaims with respect to that Third Party Claim that are inconsistent with one or more of defenses or counterclaims that may be available to the indemnifying party with respect to that Third Party Claim. Should Interbrew so the indemnifying party elect to assume the defense of an AmBev a Third Party Claim, Interbrew the indemnifying party shall not be liable to the applicable AmBev Indemnitee Indemnified Party for any legal expenses subsequently incurred by such AmBev Indemnitee the Indemnified Party in connection with the defense thereof. If Interbrew the indemnifying party assumes such defense, AmBev the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrewthe indemnifying party), at its own expense, separate from the counsel employed by Interbrewthe indemnifying party, it being understood that Interbrew the indemnifying party shall control such defense. Interbrew The indemnifying party shall be liable for the reasonable fees and expenses of counsel employed by AmBev the Indemnified Party for any period during which Interbrew the indemnifying party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee shall have failed to give notice of the AmBev Third Party Claim as provided above)thereof. If Interbrew the indemnifying party chooses to defend or prosecute an AmBev a Third Party Claim, all the indemnified parties Indemnified Party shall reasonably cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrewthe indemnifying party's request) the provision to Interbrew the indemnifying party of records and information that are reasonably relevant to such AmBev Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, provided that the indemnifying party shall reimburse the Indemnified Party for the compensation (including salary and benefits) and reasonable out-of-pocket expenses incurred by any employee of an Indemnified Party who may provide assistance to the indemnifying party pursuant to this Section 10.05(b) and for any additional costs incurred by the Indemnified Party to enable such employee to provide litigation support in lieu of their duties for the Indemnified Party. Whether or not Interbrew indemnifying party assumes the defense of an AmBev a Third Party Claim, no AmBev Indemnitee the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, any AmBev or offer to settle, compromise or discharge, such Third Party Claim without Interbrewthe indemnifying party's prior written consent (which consent shall not may be unreasonably withheld). If Interbrew Except with the prior written consent of the Indemnified Party, no indemnifying party that assumes the defense of an AmBev a Third Party Claim, Claim shall consent to the applicable AmBev Indemnitee shall agree to entry of any judgment or enter into any settlement, compromise or discharge of such AmBev a Third Party Claim that Interbrew may recommend and that by its terms obligates Interbrew to pay (i) includes injunctive or other non-monetary relief that adversely affects the full amount of Indemnified Party in any material respect, (ii) does not release the liability in connection with such AmBev Third Indemnified Party Claim, which releases AmBev completely in connection with such AmBev Third Party Claim, or (iii) would otherwise adversely affect the Indemnified Party in any material respect. In the event a Third Party Claim and that could not otherwise adversely affect AmBev. Notwithstanding the foregoing, Interbrew shall not be entitled to assume the defense of any AmBev Third is asserted against an Indemnified Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee in defending such AmBev Third Party Claim) if the AmBev Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an AmBev Indemnitee that AmBev reasonably determinesin the Bankruptcy Court, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew indemnifying party shall be entitled to assume file a motion to transfer such Third Party Claim to the defense of the portion relating to money damagesBankruptcy Court.

Assumption. If an AmBev Third Party a Claim is made against an indemnified partyIndemnified Party in respect of, Interbrew arising out of or involving a claim made or Proceeding brought by any third Person (a “Third- 101 Party Claim”), the Indemnifying Party shall be entitled to to, at its sole cost and expense, participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by Interbrewthe Indemnifying Party, subject to the limitations set forth in this Section 10.04; provided, however, that if the Indemnifying Party chooses to assume the defense thereof, it shall, prior to assuming the defense of such counsel is not reasonably objected Third-Party Claim, give written notice to the Indemnified Party stating (A) that the Indemnifying Party would be liable for indemnity under the provisions hereof for such Third-Party Claim (subject to the limitations set forth herein), and (B) that the Indemnifying Party will be solely responsible for all costs, expenses and Losses incurred by AmBevit in connection with or otherwise relating to such claim. Should Interbrew the Indemnifying Party so elect in writing to assume the defense of an AmBev Third a Third-Party Claim, Interbrew the Indemnifying Party shall not be liable to the applicable AmBev Indemnitee Indemnified Party for any legal expenses subsequently incurred by such AmBev Indemnitee the Indemnified Party in connection with the defense thereof. If Interbrew the Indemnifying Party assumes such defense, AmBev the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrew)counsel, at its own expense, separate from the counsel employed by Interbrewthe Indemnifying Party, it being understood that Interbrew the Indemnifying Party shall control such defense. Interbrew The Indemnifying Party shall be liable for the reasonable and documented out-of-pocket fees and expenses of counsel employed by AmBev the Indemnified Party for any period during which Interbrew the Indemnifying Party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee the Indemnified Party shall have failed to give notice of the AmBev Third Third-Party Claim as provided abovein Section 10.04(a)). If Interbrew the Indemnifying Party chooses to defend or prosecute an AmBev Third a Third-Party Claim, all the indemnified parties applicable Indemnified Parties shall reasonably cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrew's the Indemnifying Party’s reasonable request) the provision to Interbrew the Indemnifying Party of records and information that are reasonably relevant to such AmBev Third Third-Party ClaimClaim and in the possession of the Indemnified Party or its Representatives, and making employees of the Indemnified Party reasonably available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. The Indemnifying Party shall keep the Indemnified Party timely appraised of any material developments with respect to such Third-Party Claim that is assumed by the Indemnifying Party and the Indemnified Party shall be entitled to receive copies of all substantive pleadings, notices and communications with respect to such Third-Party Claim as the Indemnified Party may reasonably request. Whether or not Interbrew the Indemnifying Party assumes the defense of an AmBev Third a Third-Party Claim, no AmBev Indemnitee the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, any AmBev Third such Third-Party Claim without Interbrew's the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld)consent. If Interbrew the Indemnifying Party assumes the defense of an AmBev Third a Third-Party Claim, the applicable AmBev Indemnitee Indemnified Party shall agree to any settlement, compromise or discharge of such AmBev Third a Third-Party Claim that Interbrew the Indemnifying Party may recommend and that so long as (x) such settlement, compromise or discharge by its terms obligates Interbrew the Indemnifying Party to pay the full amount of the liability in connection with such AmBev Third Third-Party Claim, which (y) does not require any Indemnified Party to agree to any covenants or other obligations other than customary covenants to keep the terms of the settlement confidential and (z) releases AmBev the Indemnified Party and its Affiliates completely and unconditionally without liability in connection with such AmBev Third Third-Party Claim; provided, however, that the Indemnifying Party shall not, without prior written consent of the Indemnified Party, settle, compromise or offer to settle or compromise any Third-Party Claim and on a basis that could not otherwise adversely affect AmBevwould result in (i) injunctive or other nonmonetary relief against the Indemnified Party, including the imposition of an Injunction that would restrict the future activity or conduct of the Indemnified Party or (ii) a finding or admission of fault or misconduct by the Indemnified Party. Notwithstanding anything in this Section 10.04 to the foregoingcontrary, Interbrew the Indemnifying Party shall not be entitled permitted to assume the defense of any AmBev Third Third-Party Claim if (1) the Third-Party Claim seeks imposition of criminal or quasi-criminal penalties against the Indemnified Party, (2) the Third-Party Claim seeks imposition of an Injunction or equitable relief against the Indemnified Party (other than an Injunction or equitable relief that is incidental and de minimis to monetary damages as the primary relief sought), (3) the Indemnifying Party is also party to the Third-Party Claim, and in the opinion of the Indemnified Party’s outside counsel, a conflict exists between the Indemnifying Party and the Indemnified Party (or there are defenses available to the Indemnified Party that are unavailable to the Indemnifying Party), (4) if the Third-Party Claim were to be unfavorably decided or resolved, the Indemnified Party would be reasonably likely to be liable for Losses in excess of the amounts required to be paid by the Indemnified Party pursuant to this Article X, or (5) in the good faith judgment of the Indemnified Party, the Indemnifying Party fails to vigorously prosecute or defend such Third-Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee in defending such AmBev Third Party Claim) if the AmBev Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an AmBev Indemnitee that AmBev reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion each of the AmBev Third foregoing, an “Exception Claim”). Notwithstanding anything to the contrary set forth herein, the Indemnified Party Claim can be so separated from that for money damages, Interbrew shall be entitled to assume reimbursement for the reasonable and documented fees and expenses incurred by the Indemnified Party for the defense or prosecution of any Third-Party Claim to the portion relating extent that the Indemnifying Party does not elect to money damagesassume such Third-Party Claim in accordance with this Section 10.04 or is unable to assume such Third-Party Claim as a result of an Exception Claim. Notwithstanding anything to the contrary herein, Section 6.06(i)(iii) (and not this Section 10.04(b)) shall apply with respect to any Third-Party Claims related to Taxes.

Assumption. If an AmBev Third Party a Claim is made against an indemnified partyIndemnified Party in respect of, Interbrew arising out of or involving a claim made or Proceeding brought by any third Person (a “Third Party Claim”), the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by Interbrew; providedthe Indemnifying Party, however, that such counsel is not reasonably objected subject to by AmBevthe limitations set forth in this Section 11.04. Should Interbrew the Indemnifying Party so elect in writing to assume the defense of an AmBev a Third Party Claim, Interbrew the Indemnifying Party shall not be liable to the applicable AmBev Indemnitee Indemnified Party for any legal expenses subsequently incurred by such AmBev Indemnitee the Indemnified Party in connection with the defense thereof. If Interbrew the Indemnifying Party assumes such defense, AmBev the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrew)counsel, at its own expense, separate from the counsel employed by Interbrewthe Indemnifying Party, it being understood that Interbrew the Indemnifying Party shall control such defense. Interbrew The Indemnifying Party shall be liable for the reasonable and documented out-of-pocket fees and expenses of counsel employed by AmBev the Indemnified Party for any period during which Interbrew the Indemnifying Party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee the Indemnified Party shall have failed to give notice of the AmBev Third Party Claim as provided abovein Section 11.04(a)). If Interbrew the Indemnifying Party chooses to defend or prosecute an AmBev a Third Party Claim, all the indemnified parties Indemnified Parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrew's the Indemnifying Party’s request) the provision to Interbrew the Indemnifying Party of records and information that are reasonably relevant to such AmBev Third Party Claim, and making employees available on a mutually convenient basis to testify and provide additional information and explanation of any material provided hereunder. Whether or not Interbrew the Indemnifying Party assumes the defense of an AmBev a Third Party Claim, no AmBev Indemnitee the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, any AmBev such Third Party Claim without Interbrew's the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld)consent. If Interbrew the Indemnifying Party assumes the defense of an AmBev a Third Party Claim, the applicable AmBev Indemnitee Indemnified Party shall agree to any settlement, compromise or discharge of such AmBev a Third Party Claim that Interbrew the Indemnifying Party may recommend and that by its terms obligates Interbrew the Indemnifying Party to pay the full amount of the liability in connection with such AmBev Third Party Claim, Claim and which releases AmBev the Indemnified Party completely without liability in connection with such AmBev Third Party Claim; 71 provided, however, that the Indemnifying Party shall not, without prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed), settle, compromise or offer to settle or compromise any Third Party Claim and on a basis that could not otherwise adversely affect AmBevwould result in (i) injunctive or other nonmonetary relief against the Indemnified Party, including the imposition of an Injunction that would restrict the future activity or conduct of the Indemnified Party or (ii) a finding or admission of fault or misconduct by the Indemnified Party. Notwithstanding anything in this Section 11.04 to the foregoingcontrary, Interbrew the Indemnifying Party shall not be entitled permitted to assume the defense of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee in defending such AmBev Third Party Claim) if the AmBev Third Party Claim seeks imposition of (1) criminal penalties against the Indemnified Party, (2) an order, injunction Injunction or other equitable relief or relief for against the Indemnified Party (other than money an Injunction or equitable relief that is incidental and de minimis to monetary damages against an AmBev Indemnitee that AmBev reasonably determinesas the primary relief sought) or (3) the Indemnifying Party is also party to the Third Party Claim, after conferring with its and in the opinion of the Indemnified Party’s outside counsel, cannot be separated from any related claim for money damagesa conflict exists between the Indemnifying Party and the Indemnified Party (or there are defenses available to the Indemnified Party that are unavailable to the Indemnifying Party). If such equitable relief or other relief portion of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew shall be entitled to assume the defense of the portion relating to money damages.(c)

Assumption. If an AmBev a Third Party Claim is made against an indemnified party, Interbrew the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by Interbrewthe indemnifying party; providedprovided that the indemnifying party shall not be entitled to assume control of such defense if (i) such Third Party Claim relates to or arises in connection with any criminal action, however(ii) such Third Party Claim seeks an injunction or equitable relief against the indemnified party, (iii) such Third Party Claim relates to Taxes, or (iv) upon petition by the indemnified party, the appropriate court rules that the indemnifying party failed or is failing to vigorously prosecute or defend such counsel is not reasonably objected to by AmBevThird Party Claim. Should Interbrew the indemnifying party so elect in writing to assume the defense of an AmBev a Third Party Claim, Interbrew the indemnifying party shall not be liable to the applicable AmBev Indemnitee indemnified party for any legal expenses subsequently incurred by such AmBev Indemnitee the indemnified party in connection with the defense thereof. If Interbrew the indemnifying party assumes such defense, AmBev the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrew)counsel, at its own expense, separate from the counsel employed by Interbrewthe indemnifying party, it being understood that Interbrew the indemnifying party shall control such defense. Interbrew The indemnifying party shall be liable for the reasonable and documented fees and expenses of counsel employed by AmBev the indemnified party for any period during which Interbrew the indemnifying party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee the indemnified party shall have failed to give notice of the AmBev Third Party Claim as provided abovein accordance with Section 8.18(a)). If Interbrew the indemnifying party chooses to defend or prosecute an AmBev a Third Party Claim, all the indemnified parties shall reasonably cooperate in the defense or prosecution thereof. Such reasonable cooperation shall include the retention and (upon Interbrew's the indemnifying party’s request) the provision to Interbrew the indemnifying party of records and information that are reasonably relevant to such AmBev Third Party Claim, and making employees available on a mutually convenient basis to testify and provide additional information and explanation of any material provided hereunder, provided, however, that the indemnified parties shall not be required to provide such access if the applicable indemnified party determines, in its reasonable judgment, that doing so could jeopardize the protection of an attorney-client privilege, attorney work product protection or other legal privilege (it being understood that the indemnified parties shall use reasonable best efforts to provide such access in a manner that does not jeopardize any such privilege or protection). Whether or not Interbrew the indemnifying party assumes the defense of an AmBev a Third Party Claim, no AmBev Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any AmBev such Third Party Claim without Interbrew's the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement, compromise or discharge releases the indemnifying party completely and irrevocably and would not result in (i) injunctive or other nonmonetary relief against the indemnifying party (other than customary confidentiality obligations), including the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the indemnifying party or (ii) a finding or admission of fault, guilt or misconduct by the indemnifying party or any of its Affiliates. If Interbrew the indemnifying party assumes the defense of an AmBev a Third Party Claim, the applicable AmBev Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such AmBev a Third Party Claim that Interbrew the indemnifying party may recommend and that by its terms obligates Interbrew the indemnifying party to pay the full amount of the liability in connection with such AmBev Third Party Claim, Claim and which releases AmBev the indemnified party completely and irrevocably in connection with such AmBev Third Party Claim; provided, however, that the indemnifying party shall not, without prior written consent of the indemnified party (which consent shall not be unreasonably withheld, conditioned or delayed), settle, compromise or offer to settle or compromise any Third Party Claim and on a basis that could not otherwise adversely affect AmBevwould result in (i) injunctive or other nonmonetary relief against the indemnified party (other than customary confidentiality obligations), including the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the indemnified party or (ii) a finding or admission of fault, guilt or misconduct by the indemnified party or any of its Affiliates. Notwithstanding the foregoing, Interbrew Purchaser shall not be entitled precluded from filing any Tax Returns in respect of Escheat Liabilities that are due after the Closing Date and paying the Escheat Liabilities reported thereon to assume the defense of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee in defending such AmBev Third Party Claim) if the AmBev Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an AmBev Indemnitee that AmBev reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew shall be entitled to assume the defense of the portion relating to money damagesapplicable Governmental Entities.

Assumption. If an AmBev Third a Third-Party Claim is made against an indemnified partyIndemnified Party, Interbrew the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof (unless the Indemnifying Party indicates it is not willing to defend such Third-Party Claim), if the Indemnifying Party so chooses, with counsel selected by Interbrew; providedthe Indemnifying Party, howeverwhich counsel must be reasonably satisfactory to the Indemnified Party, that by giving written notice thereof to the Indemnified Party within 20 Business Days after the Indemnified Party provides a Claim Notice to the Indemnifying Party of such counsel is not reasonably objected to by AmBevThird-Party Claim. Should Interbrew so elect to assume If the Indemnifying Party assumes the defense of an AmBev Third a Third-Party ClaimClaim in accordance with this Section 9.6(b), Interbrew the Indemnifying Party shall not be liable to the applicable AmBev Indemnitee Indemnified Party for any legal expenses subsequently incurred by such AmBev Indemnitee the Indemnified Party in connection with the defense thereof. Any such participation or assumption shall not constitute a waiver by any party of any attorney-client privilege in connection with such Third-Party Claim. If Interbrew the Indemnifying Party assumes such defensethe defense of a Third-Party Claim in accordance with this Section 9.6(b), AmBev the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected satisfactory to by Interbrew)the Indemnifying Party, at its own expense, separate from the counsel employed by Interbrewthe Indemnifying Party, it being understood that Interbrew the Indemnifying Party shall have the sole power (as between the Indemnifying Party and the Indemnified Party and their respective Affiliates) to direct and control such defensedefense and the settlement, arbitration, litigation and appellate strategy related to such Third-Party Claim subject to the other terms hereof. Interbrew shall be liable for If the fees and expenses of counsel employed by AmBev for any period during which Interbrew has not assumed Indemnifying Party chooses to assume the defense thereof (other than during any period in which an AmBev Indemnitee shall have failed to give notice of the AmBev Third Party Claim as provided above). If Interbrew chooses to defend or prosecute an AmBev Third a Third-Party Claim, all the indemnified parties Indemnified Party shall cooperate in the defense or prosecution thereof. Such cooperation shall include If a Claim Notice is given to the retention Indemnifying Party of a Third-Party Claim in accordance with this Section 9.6(b) and (upon Interbrew's request) the provision Indemnifying Party does not, within 20 Business Days after such Claim Notice is given, give notice in writing to Interbrew the Indemnified Party of records and information that are reasonably relevant its election to assume the defense of such AmBev Third Third-Party Claim, and making employees available on a mutually convenient basis the Indemnified Party shall have the right, but not the obligation, to provide additional information and explanation of assume its own defense, provided that the Indemnified Party may not settle any material provided hereunder. Whether or not Interbrew assumes the defense of an AmBev Third Party Claim, no AmBev Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any AmBev Third such Third-Party Claim without Interbrew's the prior written consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed); provided, further, that any such consent provided by an Indemnifying Party shall not prejudice such Indemnifying Party’s ability to dispute whether an Indemnified Party is entitled to indemnification for such Third-Party Claim under this Article IX. If Interbrew the Indemnifying Party assumes the defense of an AmBev Third a Third-Party Claim, the applicable AmBev Indemnitee Indemnifying Party shall agree use its commercially reasonable efforts to any settlement, compromise defend such Third-Party Claim vigorously and diligently to final conclusion or discharge settlement of such AmBev Third Third-Party Claim; provided, however, that the Indemnifying Party shall not settle such Third-Party Claim that Interbrew may recommend and that by its terms obligates Interbrew to pay without the full amount consent of the liability Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) if such settlement would result in (i) a finding or admission of any violation of Law or the rights of any Person that would have any adverse effect on any other claims that may be made against any Person, (ii) any relief other than monetary damages paid in full by the Indemnifying Party or any of its Affiliates or (iii) no complete, final and unconditional release of the Indemnified Party in connection with such AmBev Third Third-Party Claim, which releases AmBev completely in connection with such AmBev Third Party Claim and that could not otherwise adversely affect AmBev. Notwithstanding the foregoing, Interbrew the Indemnifying Party shall not be entitled to assume the defense of any AmBev Third Third-Party Claim if (and shall be liable for i) the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee in defending such AmBev Third Party Claim) if the AmBev Third Third-Party Claim seeks an order, injunction or other equitable relief or relief for other than money monetary damages against an AmBev Indemnitee that AmBev reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of which the AmBev Third Indemnified Party Claim can be so separated from that for money damages, Interbrew shall would be entitled to assume indemnification under this Agreement, (ii) the defense Third-Party Claim is a criminal or administrative proceeding, or relates to such a proceeding, or the underlying facts or circumstances of which could reasonably be expected to give rise to such a proceeding, (iii) in the portion case of a Purchaser Indemnitee, a Purchaser Indemnitee is seeking full recovery relating to money damagesthe Third-Party Claim under the RWI Policy or (iv) the Third-Party Claim involves any Person set forth on Section 9.6(b) of Purchaser’s Disclosure Letter.

Assumption. If an AmBev a Third Party Claim is made against an indemnified party, Interbrew the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by Interbrewthe indemnifying party; provided, however, that such counsel is not reasonably objected to by AmBevthe indemnified party. Should Interbrew the indemnifying party so elect to assume the defense of an AmBev a Third Party Claim, Interbrew the indemnifying party shall not be liable to the applicable AmBev Indemnitee indemnified party for any legal expenses subsequently incurred by such AmBev Indemnitee the indemnified party in connection with the defense thereof. If Interbrew the indemnifying party assumes such defense, AmBev the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrewthe indemnifying party)), at its own expense, separate from the counsel employed by Interbrewthe indemnifying party, it being understood that Interbrew the indemnifying party shall control such defense. Interbrew The indemnifying party shall be liable for the fees and expenses of counsel employed by AmBev the indemnified party for any period during which Interbrew the indemnifying party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee the indemnified party shall have failed to give notice of the AmBev Third Party Claim as provided above). If Interbrew the indemnifying party chooses to defend or prosecute an AmBev a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrew's the indemnifying party’s request) the provision to Interbrew the indemnifying party of records and information that are reasonably relevant to such AmBev Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not Interbrew the indemnifying party assumes the defense of an AmBev a Third Party Claim, no AmBev Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any AmBev such Third Party Claim without Interbrew's the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld). If Interbrew the indemnifying party assumes the defense of an AmBev a Third Party Claim, the applicable AmBev Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such AmBev a Third Party Claim that Interbrew the indemnifying party may recommend and that by its terms obligates Interbrew the indemnifying 0000-0000-0000.8 party to pay the full amount of the liability in connection with such AmBev Third Party Claim, which releases AmBev the indemnified party completely in connection with such AmBev Third Party Claim and that could would not otherwise adversely affect AmBevthe indemnified party. Notwithstanding the foregoing, Interbrew the indemnifying party shall not be entitled to assume the defense of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee the indemnified party in defending such AmBev Third Party Claim) if the AmBev Third Party Claim seeks an order, injunction injunction, or other equitable relief or relief for other than money damages against an AmBev Indemnitee the indemnified party that AmBev the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew the indemnifying party shall be entitled to assume the defense of the portion relating to money damages.

Assumption. If an AmBev a Third Party Claim is made against an indemnified partyIndemnified Party, Interbrew the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by Interbrew; provided, however, that such counsel is not reasonably objected to by AmBevthe Indemnifying Party. Should Interbrew the Indemnifying Party so elect to assume the defense of an AmBev a Third Party Claim, Interbrew the Indemnifying Party shall not be liable to the applicable AmBev Indemnitee Indemnified Party for any legal expenses subsequently incurred by such AmBev Indemnitee the Indemnified Party in connection with the defense thereof. If Interbrew the Indemnifying Party assumes such defense, AmBev the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrew)counsel, at its own expense, separate from the counsel employed by Interbrewthe Indemnifying Party, it being understood that Interbrew the Indemnifying Party shall control such defense. Interbrew The Indemnifying Party shall be liable for the fees and expenses of counsel employed by AmBev the Indemnified Party for any period during which Interbrew the Indemnifying Party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee the Indemnified Party shall have failed to give notice of the AmBev Third Party Claim as provided above). If Interbrew the Indemnifying Party chooses to defend or prosecute an AmBev a Third Party Claim, all the indemnified parties Indemnified Parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrew's the Indemnifying Party’s request) the provision to Interbrew the Indemnifying Party of records and information that are reasonably relevant to such AmBev Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderunder this Agreement. Whether or not Interbrew the Indemnifying Party assumes the defense of an AmBev a Third Party Claim, no AmBev Indemnitee the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, any AmBev such Third Party Claim without Interbrew's the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld). If Interbrew the Indemnifying Party assumes the defense of an AmBev a Third Party Claim, the applicable AmBev Indemnitee Indemnified Party shall agree to any settlement, compromise or discharge of such AmBev a Third Party Claim that Interbrew the Indemnifying Party may recommend and that by its terms obligates Interbrew the Indemnifying Party to pay the full amount of the liability in connection with such AmBev Third Party Claim, which releases AmBev the Indemnified Party completely in connection with such AmBev Third Party Claim and that could would not otherwise materially adversely affect AmBev. Notwithstanding the foregoing, Interbrew shall not be entitled to assume the defense of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee in defending such AmBev Third Party Claim) if the AmBev Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an AmBev Indemnitee that AmBev reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew shall be entitled to assume the defense of the portion relating to money damagesIndemnified Party.

Assumption. If an AmBev a Third Party Claim is made against an indemnified partyIndemnified Party, Interbrew the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by Interbrewthe Indemnifying Party; provided, however, that such counsel is not reasonably objected to by AmBevthe Indemnified Party. Should Interbrew the Indemnifying Party so elect to assume the defense of an AmBev a Third Party Claim, Interbrew the Indemnifying Party shall not be liable to the applicable AmBev Indemnitee Indemnified Party for any legal expenses subsequently incurred by such AmBev Indemnitee the Indemnified Party in connection with the defense thereof. If Interbrew the Indemnifying Party assumes such defense, AmBev the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrewthe Indemnifying Party), at its own expense, separate from the counsel employed by Interbrewthe Indemnifying Party, it being understood that Interbrew the Indemnifying Party, in any event, shall continue to be entitled to control such defense. Interbrew The Indemnifying Party shall be liable for the fees and expenses of counsel employed by AmBev the Indemnified Party for any period during which Interbrew the Indemnifying Party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee the Indemnified Party shall have failed to give notice of the AmBev Third Party Claim as provided above). If Interbrew the Indemnifying Party chooses to defend or prosecute an AmBev a Third Party Claim, all the indemnified parties Indemnified Parties shall be obligated to cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrew's the Indemnifying Party’s request) the provision to Interbrew the Indemnifying Party of records and information that are reasonably relevant to such AmBev Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not Interbrew the Indemnifying Party assumes the defense of an AmBev a Third Party Claim, no AmBev Indemnitee the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, any AmBev such Third Party Claim without Interbrew's the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld)consent. If Interbrew the Indemnifying Party assumes the defense of an AmBev a Third Party Claim, the applicable AmBev Indemnitee Indemnified Party shall agree to any settlement, compromise or discharge of such AmBev a Third Party Claim that Interbrew the Indemnifying Party may recommend and that by its terms obligates Interbrew the Indemnifying Party to pay the full amount of the liability in connection with such AmBev Third Party Claim, which releases AmBev the Indemnified Party completely in connection with such AmBev Third Party Claim and that could would not otherwise adversely affect AmBev. Notwithstanding the foregoing, Interbrew shall not be entitled to assume the defense of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee in defending such AmBev Third Party Claim) if the AmBev Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an AmBev Indemnitee that AmBev reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew shall be entitled to assume the defense of the portion relating to money damagesIndemnified Party.

Assumption. If an AmBev a Third Party Claim is made against an indemnified partyIndemnified Party, Interbrew the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by Interbrew; providedthe Indemnifying Party, however, that so long as such counsel is not reasonably objected to by AmBevthe Indemnified Party. Should Interbrew the Indemnifying Party so elect to assume the defense of an AmBev a Third Party Claim, Interbrew the Indemnifying Party shall not be liable to the applicable AmBev Indemnitee Indemnified Party for any legal expenses subsequently incurred by such AmBev Indemnitee the Indemnified Party in connection with the defense thereof. If Interbrew the Indemnifying Party assumes such defense, AmBev the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrew)counsel, at its own expense, separate from the counsel employed by Interbrewthe Indemnifying Party, it being understood that Interbrew the Indemnifying Party shall control such defense. Interbrew The Indemnifying Party shall be liable for the fees and expenses of counsel employed by AmBev the Indemnified Party for any period during which Interbrew the Indemnifying Party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee the Indemnified Party shall have failed to give notice of the AmBev Third Party Claim as provided above). Notwithstanding any provision herein to the contrary, the Indemnifying Party will not be entitled to assume control of the defense of such Third Party Claim, and will pay the reasonable fees and expenses of counsel employed by the Indemnified Party, if (i) the Indemnified Party reasonably believes that there exists or could arise a conflict of interest which, under applicable principles of legal ethics, could prohibit a single legal counsel from representing both the Indemnified Party and the Indemnifying Party in connection with such Third Party Claim and (ii) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party, after being requested in writing by the Indemnified Party, of the Indemnifying Party’s financial capacity and/or intent to defend such Third Party Claim and provide indemnification with respect to such Third Party Claim, if required to do so by the terms of this Agreement. If Interbrew the Indemnifying Party chooses to defend or prosecute an AmBev a Third Party Claim, all of the indemnified parties Indemnified Parties shall reasonably cooperate in the defense or prosecution thereof. Such cooperation shall include the retention retention, and (upon Interbrew's the Indemnifying Party’s request) the provision to Interbrew the Indemnifying Party, of records and information that are reasonably relevant to such AmBev Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, the cost of which shall constitute Losses. Whether or not Interbrew the Indemnifying Party assumes the defense of an AmBev a Third Party Claim, no AmBev Indemnitee the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, any AmBev such Third Party Claim without Interbrew's the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld)) except where such settlement, compromise or discharge (a) involves only the payment of money damages, (b) does not impose an injunction or other equitable relief upon the Indemnifying Party, (c) does not contain any term that in any manner affects, restrains or interferes with the business of the Indemnifying Party, (d) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnifying Party and (e) includes a complete release of the Indemnifying Party from all liability in connection with such Third Party Claim. If Interbrew the Indemnifying Party assumes the defense of an AmBev a Third Party Claim, the applicable AmBev Indemnitee Indemnified Party shall agree to any settlement, compromise or discharge of such AmBev Third Party Claim that Interbrew may recommend the Indemnifying Party recommends and that by its terms obligates Interbrew the Indemnifying Party to pay the full amount of the liability in connection with such AmBev Third Party Claim, Claim and which releases AmBev the Indemnified Party completely in connection with such AmBev Third Party Claim and that could not otherwise adversely affect AmBev. Notwithstanding the foregoing, Interbrew shall not be entitled to assume the defense of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee in defending such AmBev Third Party Claim) if the AmBev Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an AmBev Indemnitee that AmBev reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew shall be entitled to assume the defense of the portion relating to money damages.

Assumption. If an AmBev Third a Third-Party Claim is made against an indemnified party, Interbrew the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by Interbrew; provided, however, that such counsel is not reasonably objected to by AmBevthe indemnifying party. Should Interbrew the indemnifying party so elect in writing to assume the defense of an AmBev Third a Third-Party Claim, Interbrew the indemnifying party shall not be liable to the applicable AmBev Indemnitee indemnified party for any legal expenses subsequently incurred by such AmBev Indemnitee the indemnified party in connection with the defense thereof. If Interbrew the indemnifying party assumes such defense, AmBev the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrew)counsel, at its own expense, separate from the counsel employed by Interbrewthe indemnifying party, it being understood that Interbrew the indemnifying party shall control such defense. Interbrew The indemnifying party shall be liable for the reasonable and documented fees and expenses of counsel employed by AmBev the indemnified party for any period during which Interbrew the indemnifying party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee the indemnified party shall have failed to give notice of the AmBev Third Third-Party Claim as provided abovein accordance with Section 8.05(a)). If Interbrew the indemnifying party chooses to defend or prosecute an AmBev Third a Third-Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrew's the indemnifying party’s request) the provision to Interbrew the indemnifying party of records and information that are reasonably relevant to such AmBev Third Third-Party Claim, and making employees available on a mutually convenient basis to testify and provide additional information and explanation of any material provided hereunder. Whether or not Interbrew the indemnifying party assumes the defense of an AmBev Third a Third-Party Claim, no AmBev Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any AmBev Third such Third-Party Claim without Interbrew's the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld)consent. If Interbrew the indemnifying party assumes the defense of an AmBev Third a Third-Party Claim, the applicable AmBev Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such AmBev Third a Third-Party Claim that Interbrew the indemnifying party may recommend and that by its terms obligates Interbrew the indemnifying party to pay the full amount of the liability in connection with such AmBev Third Third-Party Claim, Claim and which releases AmBev the indemnified party completely in connection with such AmBev Third Third-Party Claim and Claim; provided, however, that could not otherwise adversely affect AmBev. Notwithstanding the foregoingindemnifying party shall not, Interbrew without prior written consent of the indemnified party 66 (which consent shall not be entitled unreasonably withheld, conditioned or delayed), settle, compromise or offer to assume the defense of settle or compromise any AmBev Third Third-Party Claim on a basis that would result in (and shall be liable for i) injunctive or other nonmonetary relief against the reasonable fees and expenses indemnified party, including the imposition of counsel incurred by any AmBev Indemnitee in defending such AmBev Third Party Claim) if the AmBev Third Party Claim seeks an a consent order, injunction or other equitable relief decree that would restrict the future activity or relief for other than money damages against an AmBev Indemnitee that AmBev reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion conduct of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew shall be entitled to assume indemnified party or (ii) a finding or admission of fault or misconduct by the defense of the portion relating to money damagesindemnified party.

Assumption. If an AmBev a Third Party Claim is made against an ----------- indemnified party, Interbrew the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooseschooses and acknowledges in writing its liability to indemnify the indemnified party for the amounts, if any, awarded to the claimant pursuant to such Third Party Claim, or agreed to be paid to the claimant pursuant to a settlement of such Third Party Claim, to assume the defense thereof with counsel selected by Interbrewthe indemnifying party; provided, -------- however, that such counsel is not reasonably objected to by AmBevthe indemnified ------- party. Should Interbrew the indemnifying party so elect to assume the defense of an AmBev a Third Party Claim, Interbrew the indemnifying party shall not be liable to the applicable AmBev Indemnitee indemnified party for any legal expenses subsequently incurred by such AmBev Indemnitee the indemnified party in connection with the defense thereof. If Interbrew the indemnifying party assumes such defense, AmBev the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrewthe indemnifying party), at its own expense, separate from the counsel employed by Interbrewthe indemnifying party, it being understood that Interbrew the indemnifying party shall control such defense. Interbrew The indemnifying party shall be liable for the fees and expenses of counsel employed by AmBev the indemnified party for any period during which Interbrew the indemnifying party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee shall have failed to give notice of the AmBev Third Party Claim as provided above)thereof. If Interbrew the indemnifying party chooses to defend or prosecute an AmBev a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrew's request) the provision to Interbrew of records and information that are reasonably relevant to such AmBev Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not Interbrew assumes the defense of an AmBev Third Party Claim, no AmBev Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any AmBev Third Party Claim without Interbrew's prior written consent (which consent shall not be unreasonably withheld). If Interbrew assumes the defense of an AmBev Third Party Claim, the applicable AmBev Indemnitee shall agree to any settlement, compromise or discharge of such AmBev Third Party Claim that Interbrew may recommend and that by its terms obligates Interbrew to pay the full amount of the liability in connection with such AmBev Third Party Claim, which releases AmBev completely in connection with such AmBev Third Party Claim and that could not otherwise adversely affect AmBev. Notwithstanding the foregoing, Interbrew shall not be entitled to assume the defense of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee in defending such AmBev Third Party Claim) if the AmBev Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an AmBev Indemnitee that AmBev reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew shall be entitled to assume the defense of the portion relating to money damages.prosecution

Assumption. If an AmBev a Third Party Claim is made against an indemnified partyany of the Indemnified Parties, Interbrew the Indemnifying Party shall (upon notice to the Indemnified Parties) be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by Interbrewthe Indemnifying Parties; provided, however, that such counsel is not reasonably objected to by AmBevthe Indemnified Parties; provided further that the Indemnifying Parties shall not be entitled to assume the defense of a Third Party Claim unless and until the Indemnifying Parties have agreed in writing that it is obligated to indemnify the Indemnified Parties in full for such Third Party Claim. Should Interbrew so Except as provided below, if the Indemnifying Parties elect to assume the defense of an AmBev a Third Party Claim, Interbrew the Indemnifying Parties shall not be liable to the applicable AmBev Indemnitee Indemnified Parties for any reasonable legal expenses subsequently incurred by such AmBev Indemnitee the Indemnified Parties in connection with the defense thereof. If Interbrew assumes the Indemnifying Parties assume such defense, AmBev the Indemnified Parties shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrew)counsel, at its own expense, separate from the counsel employed by Interbrewthe Indemnifying Parties, it being understood that Interbrew the Indemnifying Parties shall control such defense. Interbrew ; provided that the Indemnifying Party shall be liable for bear the reasonable fees and expenses of such separate counsel (i) if the parties to any such action or proceeding (including impleaded parties) include any of the Indemnified Parties and any of the Indemnifying Parties, and representation of such Indemnifying Parties and any such Indemnified Parties, be inappropriate due to a conflict of interest or (ii) if the Indemnifying Parties shall not have employed by AmBev for any period during which Interbrew has not assumed the defense thereof counsel (other than during any period in which an AmBev Indemnitee shall have failed counsel that is reasonably objected to give by the Indemnified Parties) within a reasonable time after the Indemnified Parties has given notice of the AmBev institution of a Third Party Claim as provided abovein compliance with Section 13.4(a). If Interbrew the Indemnifying Parties elects not to defend such Third Party Claims and the Indemnified Parties litigates or otherwise contests or settles such Third Party Claim, then the Indemnifying Parties shall promptly reimburse the Indemnified Parties for all damages incurred by the Indemnified Parties, including the amount of any judgment or settlement and reasonable attorney's fees. If the Indemnifying Party chooses to defend or prosecute an AmBev a Third Party Claim, all the indemnified parties Indemnified Parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrewthe Indemnifying Party's request) the provision to Interbrew the Indemnifying Party of records and information that are reasonably relevant to such AmBev Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not Interbrew If the Indemnifying Party assumes the defense of an AmBev a Third Party Claim, no AmBev Indemnitee the Indemnified Parties shall not admit any liability with respect to, or settle, compromise or discharge, any AmBev such Third Party Claim without Interbrew's the Indemnifying Parties' prior written consent (which consent shall not be unreasonably withheldwithheld or delayed). If Interbrew assumes the Indemnifying Parties assume the defense of an AmBev a Third Party Claim, the applicable AmBev Indemnitee Indemnified Parties shall not be obligated to agree to any settlement, compromise or discharge of such AmBev a Third Party Claim that Interbrew the Indemnifying Parties may recommend and that recommend, unless by its terms such settlement, compromise or discharge obligates Interbrew the Indemnifying Parties to pay the full amount of the liability in connection with such AmBev Third Party Claim, which releases AmBev the Indemnified Parties completely in connection with such AmBev Third Party Claim and that could would not otherwise materially adversely affect AmBevthe Indemnified Parties. Notwithstanding Without limiting the foregoing, Interbrew shall not be entitled in connection with Third Party Claims for which the Indemnifying Parties have indemnified the Acquiror pursuant to Section 13.1(a)(v), the Indemnifying Parties may elect to have counsel for the Acquiror assume the defense of such Third Party Claims, in which event, the actions and strategy of the Indemnified Parties shall be subject to the reasonable approval of the Indemnifying Parties, provided, however, that this sentence shall not be deemed a waiver of the Indemnifying Parties to consent to any AmBev settlement with respect to any Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee in defending such AmBev Third Party Claim) if the AmBev Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an AmBev Indemnitee that AmBev reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew shall be entitled pursuant to assume the defense of the portion relating to money damagesthis Section 13.4.

Assumption. If an AmBev a Third Party Claim is made against an indemnified party---------- Indemnified Party, Interbrew the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by Interbrewthe indemnifying party; provided, however, that such counsel is not reasonably objected to by AmBevthe Indemnified Party. Should Interbrew the indemnifying party so elect to assume the defense of an AmBev a Third Party Claim, Interbrew the indemnifying party shall not be liable to the applicable AmBev Indemnitee Indemnified Party for any reasonable legal expenses subsequently incurred by such AmBev Indemnitee the Indemnified Party in connection with the defense thereof. If Interbrew the indemnifying party assumes such defense, AmBev the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrew)counsel, at its own expense, separate from the counsel employed by Interbrewthe indemnifying party, it being understood that Interbrew the indemnifying party shall control such defense; provided that the indemnifying party shall bear the reasonable fees and expenses of such separate counsel (i) if the parties to any such action or proceeding (including impleaded parties) include any of the Symphony Parties (other than the Company) and representation of both parties would, in the reasonable opinion of counsel for the Indemnified Party, be inappropriate due to a conflict of interest or (ii) if the indemnifying party shall not have employed counsel (other than counsel that is reasonably objected to by the Indemnified Party) within a reasonable time after the Indemnified Party has given notice of the institution of a Third Party Claim in compliance with Section 9.6(a). Interbrew The indemnifying party shall be liable for the reasonable fees and expenses of counsel employed by AmBev the Indemnified Party for any period during which Interbrew the indemnifying party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee shall have failed thereof, provided that such counsel is not reasonably objected to give notice of by the AmBev Third Party Claim as provided above)indemnifying party. If Interbrew the indemnifying party chooses to defend or prosecute an AmBev a Third Party Claim, all the indemnified parties Indemnified Parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrewthe indemnifying party's request) the provision to Interbrew the indemnifying party of records and information that are reasonably relevant to such AmBev Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not Interbrew If the indemnifying party assumes the defense of an AmBev a Third Party Claim, no AmBev Indemnitee the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, any AmBev such Third Party Claim without Interbrewthe indemnifying party's prior written consent (which consent shall not be unreasonably withheld). If Interbrew the indemnifying party assumes the defense of an AmBev a Third Party Claim, the applicable AmBev Indemnitee Indemnified Party shall agree to any settlement, compromise or discharge of such AmBev a Third Party Claim that Interbrew the indemnifying party may recommend and that by its terms obligates Interbrew the indemnifying party to pay the full amount of the liability in connection with such AmBev Third Party Claim, which releases AmBev the Indemnified Party completely in connection with such AmBev Third Party Claim and that could would not otherwise materially adversely affect AmBev. Notwithstanding the foregoing, Interbrew shall not be entitled to assume the defense of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee in defending such AmBev Third Party Claim) if the AmBev Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an AmBev Indemnitee that AmBev reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew shall be entitled to assume the defense of the portion relating to money damagesIndemnified Party.

Assumption. If an AmBev a Third Party Claim is made against an indemnified party, Interbrew the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by Interbrewthe indemnifying party; provided, however, that such counsel is not reasonably objected to by AmBevthe indemnified party. Should Interbrew the indemnifying party so elect to assume the defense of an AmBev a Third Party Claim, Interbrew the indemnifying party shall not be liable to the applicable AmBev Indemnitee indemnified party for any legal expenses subsequently incurred by such AmBev Indemnitee the indemnified party in connection with the defense thereof. If Interbrew the indemnifying party assumes such defense, AmBev the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrewthe indemnifying party), at its own expense, separate from the counsel employed by Interbrewthe indemnifying party, it being understood that Interbrew the indemnifying party shall control such defense. Interbrew The indemnifying party shall be liable for the fees and expenses of counsel employed by AmBev the indemnified party for any period during which Interbrew the indemnifying party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee the indemnified party shall have failed to give notice of the AmBev Third Party Claim as provided above). If Interbrew the indemnifying party chooses to defend or prosecute an AmBev a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrew's the indemnifying party’s request) the provision to Interbrew the indemnifying party of records and information that are reasonably relevant to such AmBev Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not Interbrew the indemnifying party assumes the defense of an AmBev a Third Party Claim, no AmBev Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any AmBev such Third Party Claim without Interbrew's the indemnifying party’s prior written consent (which consent shall not be unreasonably withheldwithheld or delayed). If Interbrew the indemnifying party assumes the defense of an AmBev a Third Party Claim, the applicable AmBev Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such AmBev a Third Party Claim that Interbrew the indemnifying party may recommend and that by its terms obligates Interbrew the indemnifying party to pay the full amount of the liability in connection with such AmBev Third Party Claim, Claim and which releases AmBev the indemnified party completely in connection with such AmBev Third Party Claim and that could not otherwise adversely affect AmBev. Notwithstanding the foregoing, Interbrew shall not be entitled to assume the defense of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee in defending such AmBev Third Party Claim) if the AmBev Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an AmBev Indemnitee that AmBev reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew shall be entitled to assume the defense of the portion relating to money damages.

Assumption. If an AmBev a Third Party Claim is made against an indemnified party, Interbrew the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by Interbrewthe indemnifying party; provided, however, that such counsel is not reasonably objected to by AmBevthe indemnified party. Should Interbrew the indemnifying party so elect to assume the defense of an AmBev a Third Party Claim, Interbrew the indemnifying party shall not be liable to the applicable AmBev Indemnitee indemnified party for any legal expenses subsequently incurred by such AmBev Indemnitee the indemnified party in connection with the defense thereof. If Interbrew the indemnifying party assumes such 17 4858-6402-6462.2 29042144.15/060690.0001 defense, AmBev the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrewthe indemnifying party)), at its own expense, separate from the counsel employed by Interbrewthe indemnifying party, it being understood that Interbrew the indemnifying party shall control such defense. Interbrew The indemnifying party shall be liable for the fees and expenses of counsel employed by AmBev the indemnified party for any period during which Interbrew the indemnifying party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee the indemnified party shall have failed to give notice of the AmBev Third Party Claim as provided above). If Interbrew the indemnifying party chooses to defend or prosecute an AmBev a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrew's the indemnifying party’s request) the provision to Interbrew the indemnifying party of records and information that are reasonably relevant to such AmBev Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not Interbrew the indemnifying party assumes the defense of an AmBev a Third Party Claim, no AmBev Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any AmBev such Third Party Claim without Interbrew's the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld). If Interbrew the indemnifying party assumes the defense of an AmBev a Third Party Claim, the applicable AmBev Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such AmBev a Third Party Claim that Interbrew the indemnifying party may recommend and that by its terms obligates Interbrew the indemnifying party to pay the full amount of the liability in connection with such AmBev Third Party Claim, which releases AmBev the indemnified party completely in connection with such AmBev Third Party Claim and that could would not otherwise adversely affect AmBevthe indemnified party. Notwithstanding the foregoing, Interbrew the indemnifying party shall not be entitled to assume the defense of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee the indemnified party in defending such AmBev Third Party Claim) if the AmBev Third Party Claim seeks an order, injunction injunction, or other equitable relief or relief for other than money damages against an AmBev Indemnitee the indemnified party that AmBev the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew the indemnifying party shall be entitled to assume the defense of the portion relating to money damages.

Assumption. If an AmBev Third a Third-Party Claim is made against an indemnified partyIndemnified Party, Interbrew the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by Interbrewthe indemnifying party; provided, however, that such counsel is not reasonably objected to by AmBevthe Indemnified Party. Should Interbrew the indemnifying party so elect to assume the defense of an AmBev Third a Third-Party Claim, Interbrew the indemnifying party shall not be liable to the applicable AmBev Indemnitee Indemnified Party for any reasonable legal expenses subsequently incurred by such AmBev Indemnitee the Indemnified Party in connection with the defense thereof. If Interbrew the indemnifying party assumes such defense, AmBev the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrew)counsel, at its own expense, separate from the counsel employed by Interbrewthe indemnifying party, it being understood that Interbrew the indemnifying party shall control such defense; provided, however, that the indemnifying party shall bear the reasonable fees and expenses of such separate counsel (i) if the parties to any such action or proceeding (including impleaded parties) include any of the Principal Members or KMV Corporation Shareholders and representation of both parties would, in the reasonable opinion of counsel for the Indemnified Party, be inappropriate due to a conflict of interest or (ii) if the indemnifying party shall not have employed counsel (other than counsel that is reasonably objected to by the Indemnified Party) within a reasonable time after the Indemnified Party has given notice of the institution of a Third-Party Claim in compliance with Section 10.4(a) hereof. Interbrew The indemnifying party shall be liable for the reasonable fees and expenses of counsel employed by AmBev the Indemnified Party for any period during which Interbrew the indemnifying party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee shall have failed thereof, provided, however, that such counsel is not reasonably objected to give notice of by the AmBev Third Party Claim as provided above)indemnifying party. If Interbrew the indemnifying party chooses to defend or prosecute an AmBev Third a Third-Party Claim, all the indemnified parties Indemnified Parties shall cooperate in the defense or prosecution thereofthereof at the indemnifying party's expense. Such cooperation shall include the retention and (upon Interbrewthe indemnifying party's request) the provision to Interbrew the indemnifying party of records and information that are reasonably relevant to such AmBev Third Third-Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not Interbrew If the indemnifying party assumes the defense of an AmBev Third a Third-Party Claim, no AmBev Indemnitee the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, any AmBev Third such Third-Party Claim without Interbrewthe indemnifying party's prior written consent (which consent shall not be unreasonably withheld). If Interbrew the indemnifying party assumes the defense of an AmBev Third a Third-Party Claim, the applicable AmBev Indemnitee Indemnified Party shall agree to any settlement, compromise or discharge of such AmBev Third a Third-Party Claim that Interbrew the indemnifying party may recommend and that by its terms obligates Interbrew the indemnifying party to pay the full amount of the liability in connection with such AmBev Third Third-Party Claim, which releases AmBev the Indemnified Party completely in connection with such AmBev Third Third-Party Claim and that could would not otherwise materially adversely affect AmBevthe Indemnified Party. Notwithstanding the foregoing, Interbrew an Indemnified Party shall not be entitled have the right to assume jointly control the defense of any AmBev Third Third-Party Claim (and shall be liable for against such Indemnified Party in the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee in defending event the potential Losses with respect to such AmBev Third Party Claim) if , when aggregated with all other satisfied or pending Losses subject to indemnification pursuant to Section 10.1, 10.2 and 10.3 hereof exceed the AmBev Third Party Claim seeks an orderlimits set forth in Section 10.6(a), injunction in the case of any Parent Indemnitee, or other equitable relief or relief for other than money damages against an AmBev Indemnitee that AmBev reasonably determinesSection 10.6(b), after conferring with its outside counsel, cannot be separated from in the case of any related claim for money damages. If such equitable relief or other relief portion of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew shall be entitled to assume the defense of the portion relating to money damagesSeller Indemnitee.

Assumption. If an AmBev a Third Party Claim is made against an indemnified partyIndemnified Party, Interbrew the Indemnifying Party shall be entitled to participate in the defense thereof at its own cost and expense and (unless the Indemnifying Party is also a party to such Third Party Claim and the Indemnified Party provides the Indemnifying Party with written advice of counsel to the Indemnified Party to the effect that there may be legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party and, that, in each case, if the Indemnified Party and the Indemnifying Party were to be represented by the same counsel, would constitute a conflict of interest for such counsel or materially prejudice the prosecution of the defenses available to such Indemnified Party, in which case the Indemnifying Party shall reimburse the Indemnified Parties for the costs and expenses of one outside counsel to represent all Indemnified Parties in such matter), if it so chooses, to assume the defense thereof with counsel selected by Interbrewthe Indemnifying Party; provided, however, that such counsel is not reasonably objected to by AmBevthe Indemnified Party. Should Interbrew so elect Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume or maintain control of the defense of an AmBev any Third Party Claim and shall pay the reasonable fees, costs and expenses of one outside counsel retained by all Indemnified Parties to the extent the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation, or investigation against the Indemnified Party. The assumption of the defense of any Third Party Claim shall be made by notice to the Indemnified Party not later than 20 Business Days following delivery of the applicable notice of claim to the Indemnifying Party, and the Indemnified Party may take such actions necessary or appropriate to defend such Third Party Claim until it receives notice from the Indemnifying Party, but without in any way waiving or otherwise affecting the Indemnified Party’s rights to indemnification pursuant to this Agreement. The Indemnifying Party shall be liable for the reasonable fees, costs and expenses of one outside counsel employed by all Indemnified Parties for any period during which the Indemnifying Party has not assumed the defense of a Third Party Claim for which the Indemnified Party is entitled to indemnification hereunder. If the Indemnifying Party assumes the defense of a Third Party Claim in accordance with this Section 8.06(b), the Indemnifying Party shall not, so long as it diligently conducts the defense of the applicable Third Party Claim, Interbrew shall not be liable to the applicable AmBev Indemnitee Indemnified Party for any legal expenses subsequently incurred by such AmBev Indemnitee the Indemnified Party in connection with the defense thereof incurred after the date on which the Indemnified Party received notice thereof. Any such participation or assumption shall not constitute a waiver by any party of any attorney-client privilege in connection with such Third Party Claim. If Interbrew the Indemnifying Party assumes such defensethe defense of a Third Party Claim in accordance with this Section 8.06(b), AmBev the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrew)counsel, at its own expense, separate from the counsel employed by Interbrewthe Indemnifying Party, it being understood that Interbrew the Indemnifying Party shall control such defense. Interbrew shall be liable for If the fees and expenses of counsel employed by AmBev for any period during which Interbrew has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee shall have failed to give notice of the AmBev Third Indemnifying Party Claim as provided above). If Interbrew chooses to defend or prosecute an AmBev a Third Party Claim, all the indemnified parties Indemnified Parties shall cooperate in the defense or prosecution thereofthereof at the Indemnifying Party’s expense. Such cooperation shall include the retention and (upon Interbrew's the Indemnifying Party’s request) the provision to Interbrew the Indemnifying Party, during normal business hours, of records and information that are reasonably relevant to such AmBev Third Party Claim, and making employees available on a mutually convenient basis during normal business hours as may be reasonably necessary to provide defend against such Third Party Claim for the purpose of providing additional information and information, explanation of any material provided hereunderor testimony in connection with such Third Party Claim. Whether or not Interbrew the Indemnifying Party assumes the defense of an AmBev a Third Party Claim, no AmBev Indemnitee the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, any AmBev such Third Party Claim without Interbrew's the Indemnifying Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party shall not settle such Third Party Claim without the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). If Interbrew assumes , except that the defense of an AmBev Third Indemnifying Party Claim, shall have the applicable AmBev Indemnitee shall agree right to any settlement, compromise or discharge of settle such AmBev Third Party Claim that Interbrew may recommend and that by its terms obligates Interbrew to pay without the full amount consent of the Indemnified Party if (i) such settlement (A) does not involve any finding or admission of any violation of applicable Law, and does not include a statement or admission of fault, culpability or failure to act, in each case, by or on the part of any Indemnified Party, (B) does not involve any relief against the Indemnified Party other than monetary damages and (C) provides a customary, complete and unconditional release of the Indemnified Party from any and all liability in connection with such AmBev Third Party Claim, which releases AmBev completely in connection with such AmBev Third Party Claim and that could not otherwise adversely affect AmBev. Notwithstanding (ii) the foregoing, Interbrew shall not Indemnifying Party pays or causes to be entitled to assume paid all amounts arising out of such settlement or judgment concurrently with the defense effectiveness of any AmBev Third Party Claim such settlement or judgment (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee in defending such AmBev Third Party Claim) if the AmBev Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an AmBev Indemnitee that AmBev reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damagesas contemplated by Section 8.03). If such equitable relief or other relief portion of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew shall be entitled to assume the defense of the portion relating to money damages.62

Assumption. If an AmBev a Third Party Claim is made against an indemnified partya Parent Indemnitee, Interbrew the Securityholder Representative (on behalf of the Securityholders) shall be entitled to participate in the defense thereof andand (unless the Securityholder Representative is also a party to such Third Party Claim and Parent Indemnitee determines in good faith that joint representation would be inappropriate), if it Securityholder Representative so chooses, to assume the defense thereof with counsel selected by Interbrew; providedthe Securityholder Representative, however, that such which counsel is not must be reasonably objected satisfactory to by AmBevParent. Should Interbrew so elect to assume If Securityholder Representative assumes the defense of an AmBev a Third Party Claim in accordance with this Section 8.03(b), it shall be conclusively established for purposes hereof that such Third Party Claim is within the scope of and subject to indemnification hereunder. Any such participation or assumption shall not constitute a waiver by any party of any attorney-client privilege in connection with such Third Party Claim. If the Securityholder Representative assumes the defense of a Third Party Claim in accordance with this Section 8.03(b), Interbrew shall not be liable to the applicable AmBev Parent Indemnitee for any legal expenses subsequently incurred by such AmBev Indemnitee in connection with the defense thereof. If Interbrew assumes such defense, AmBev shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrew)counsel, at its own expense, separate from the counsel employed by Interbrewthe Securityholder Representative, it being understood that Interbrew Securityholder Representative shall control such defense. Interbrew ; provided, however, that Losses for which the Parent Indemnitee may recover shall be liable for the include fees and expenses of separate counsel employed if the employment of separate counsel shall have been authorized in writing by AmBev for any period during which Interbrew has not assumed Securityholder Representative in connection with defending such claim or the defense thereof (other than during any period in which an AmBev Parent Indemnitee shall have failed been advised by counsel that (A) there may be defenses available to give notice Parent Indemnitee that are different to or additional to those available to Securityholder Representative or (B) there is a conflict of the AmBev Third Party Claim as provided above)interest that could make it inappropriate under applicable standards of professional conduct to have common counsel. If Interbrew the Securityholder Representative chooses to defend or prosecute an AmBev a Third Party Claim, all the indemnified parties Parent Indemnitees shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrew's the Securityholder Representative’s request) the provision to Interbrew Securityholder Representative of records and information that are reasonably relevant to such AmBev Third Party Claim, and making employees available on at such times and places as may be reasonably necessary to defend against such Third Party Claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party Claim. If notice is given to the Securityholder Representative of a mutually convenient basis Third Party Claim in accordance with this Section 8.03(b) and the Securityholder Representative does not, within 10 Business Days after such notice is given, give notice to provide additional information and explanation Parent of any material provided hereunder. Whether or not Interbrew assumes its election to assume the defense of an AmBev Third Party Claim, no AmBev Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any AmBev Third Party Claim without Interbrew's prior written consent (which consent shall not be unreasonably withheld). If Interbrew assumes the defense of an AmBev such Third Party Claim, the applicable AmBev Indemnitee shall agree to Securityholder Representative will be bound by any determination made in such Third Party Claim or any settlement, compromise or discharge effected by Parent Indemnitee. If the Securityholder Representative assumes the defense of a Third Party Claim, the Securityholder Representative shall defend such AmBev Third Party Claim vigorously and diligently to final conclusion or settlement of such Third Party Claim; provided, however, that Interbrew may recommend and that by its terms obligates Interbrew to pay Securityholder Representative shall not settle such Third Party Claim without the full amount consent of Parent unless such settlement (i) does not involve any finding or admission of any violation of Law or any violation of the liability rights of any Person and would not have any adverse effect on any other claims that may be made against Parent Indemnitee, (ii) does not involve any relief other than monetary damages that are paid in full out of the Indemnity Holdback Amount and (iii) completely, finally and unconditionally releases the Parent Indemnitees in connection with such AmBev Third Party Claim, which releases AmBev completely in connection with such AmBev Third Party Claim and that could not otherwise adversely affect AmBev. Notwithstanding the foregoing, Interbrew the Securityholder Representative shall not be entitled to assume the defense of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev the Parent Indemnitee in defending such AmBev Third Party Claim) if (i) the AmBev Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money monetary damages against an AmBev for which any Parent Indemnitee that AmBev reasonably determineswould be entitled to indemnification under this Agreement, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of (ii) the AmBev Third Party Claim can is a criminal, civil or administrative Action, or relates to such an Action, or the underlying facts or circumstances of which could reasonably be so separated from expected to give rise to such an Action, (iii) involves a counterparty that for money damagesis a customer, Interbrew shall be entitled to assume the defense supplier or other material partner of the portion relating Group Companies or that could reasonably be expected to money damagesresult in a material adverse impact on any Parent Indemnitee’s relationship with one or more of such customers, suppliers or other material partners or (iv) has a reasonable risk of resulting in a Loss (when aggregated with other realized or potential Losses which relate to indemnification claims made pursuant to this Agreement) that would exceed the remaining amount of the Indemnity Holdback Amount.

Assumption. If an AmBev a Third Party Claim is made against an indemnified party, Interbrew the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume (within 30 Business Days after receipt of notice of such Third Party Claim) the defense thereof with counsel selected by Interbrewthe indemnifying party and reasonably acceptable to the indemnified party; provided, however, that such counsel is the indemnifying party shall not reasonably objected to by AmBev. Should Interbrew so elect have the right to assume the defense of an AmBev any Third Party Claim and the indemnified party shall have the right to conduct and control the defense of such Third Party Claim and any litigation resulting therefrom and in connection therewith to employ, at the indemnifying party’s expense, one counsel of its choice in each applicable jurisdiction (if more than one jurisdiction is involved) to represent the indemnified party if (i) the indemnifying party elects not to defend, compromise or settle a Third Party Claim, Interbrew (ii) if the indemnifying party fails to notify the indemnified party within the required time period of its election as provided in this Section 8.07(b), (iii) the Third Party Claim has or would reasonably be expected to result in Losses in excess of the amounts available for indemnification pursuant to this Article VIII, (iv) the Third Party Claim seeks injunctive or other equitable relief against an indemnified party, (v) the Third Party Claim involves or may involve criminal conduct or (vi) the indemnifying party, having timely elected to defend a Third Party Claim, fails to adequately prosecute or pursue such defense. Should the indemnifying party assume, and so elect in writing to assume, the defense of a Third Party Claim, the indemnifying party shall not be liable to the applicable AmBev Indemnitee indemnified party for any legal expenses subsequently incurred by such AmBev Indemnitee the indemnified party in connection with the defense thereof. If Interbrew the indemnifying party assumes such defense, AmBev the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrew)counsel, at its own expense, separate from the counsel employed by Interbrewthe indemnifying party, it being understood that Interbrew the indemnifying party shall control such defense. Interbrew The indemnifying party shall be liable for the fees and expenses of counsel employed by AmBev the indemnified party for any period during which Interbrew the indemnifying party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee the indemnified party shall have failed to give notice of the AmBev Third Party Claim as provided above). If Interbrew the indemnifying party is entitled and chooses to defend or prosecute an AmBev a Third Party Claim, all the indemnified parties shall reasonably cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrew's the indemnifying party’s request) the provision to Interbrew the indemnifying party of records and information that are reasonably relevant to such AmBev Third Party Claim, and making employees available on a mutually convenient basis to testify and provide additional information and explanation of any material provided hereunder. Whether or not Interbrew the indemnifying party assumes the defense of an AmBev a Third Party Claim, no AmBev Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any AmBev such Third Party Claim without Interbrew's the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). If Interbrew the indemnifying party assumes the defense of an AmBev a Third Party Claim, the applicable AmBev Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such AmBev a Third Party Claim that Interbrew the indemnifying party may recommend and that by its terms obligates Interbrew the indemnifying party to pay the full amount of the liability in connection with such AmBev Third Party Claim, Claim and which releases AmBev the indemnified party completely in connection with such AmBev Third Party Claim; provided, however, that the indemnifying party shall not, without prior written consent of the indemnified party (which consent shall not be unreasonably withheld, conditioned or delayed), settle, compromise or offer to settle or compromise any Third Party Claim and on a basis that could not otherwise adversely affect AmBev. Notwithstanding would result in (x) injunctive or other nonmonetary relief against the foregoingindemnified party, Interbrew shall not be entitled to assume including the defense imposition of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee in defending such AmBev Third Party Claim) if the AmBev Third Party Claim seeks an a consent order, injunction or other equitable relief decree that would restrict the future activity or relief for other than money damages against an AmBev Indemnitee that AmBev reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion conduct of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew shall be entitled to assume indemnified party or (y) a finding or admission of fault or misconduct by the defense of the portion relating to money damagesindemnified party.

Assumption. If an AmBev a Third Party Claim is made against an indemnified party, Interbrew the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by Interbrewthe indemnifying party; provided, however, that such counsel is not reasonably objected to by AmBevthe indemnified party. Should Interbrew the indemnifying party so elect to assume the defense of an AmBev a Third Party Claim, Interbrew the indemnifying party shall not be liable to the applicable AmBev Indemnitee indemnified party for any legal expenses subsequently incurred by such AmBev Indemnitee the indemnified party in connection with the defense thereof. If Interbrew the indemnifying party assumes such defense, AmBev the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrewthe indemnifying party), at its own expense, separate from the counsel employed by Interbrewthe indemnifying party, it being understood that Interbrew the indemnifying party shall control such defense. Interbrew The indemnifying party shall be liable for the fees and expenses of counsel employed by AmBev the indemnified party for any period during which Interbrew the indemnifying party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee the indemnified party shall have failed to give notice of the AmBev Third Party Claim as provided above). If Interbrew the indemnifying party chooses to defend or prosecute an AmBev a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrewthe indemnifying party's request) the provision to Interbrew the indemnifying party of records and information that are reasonably relevant to such AmBev Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not Interbrew the indemnifying party assumes the defense of an AmBev a Third Party Claim, no AmBev Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any AmBev such Third Party Claim without Interbrewthe indemnifying party's prior written consent (which consent shall not be unreasonably withheldwithheld or delayed). If Interbrew the indemnifying party assumes the defense of an AmBev a Third Party Claim, the applicable AmBev Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such AmBev a Third Party Claim that Interbrew the indemnifying party may recommend and that by its terms obligates Interbrew the indemnifying party to pay the full amount of the liability in connection with such AmBev Third Party Claim, which releases AmBev the indemnified party completely in connection with such AmBev Third Party Claim and that could not otherwise adversely affect AmBev. Notwithstanding the foregoing, Interbrew shall not be entitled to assume the defense of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee in defending such AmBev Third Party Claim) if the AmBev Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an AmBev Indemnitee that AmBev reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew shall be entitled to assume the defense of the portion relating to money damages.

Assumption. If an AmBev a Third Party Claim is made against an indemnified party, Interbrew the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by Interbrew; providedthe indemnifying party, however, that so long as such counsel is not reasonably objected to by AmBevthe indemnified party; provided, however, that as a condition to assuming such defense, the indemnifying party shall acknowledge its responsibility for Losses resulting from or relating to such Third Party Claim. Should Interbrew the indemnifying party so elect in writing to assume the defense of an AmBev a Third Party Claim, Interbrew the indemnifying party shall not be liable to the applicable AmBev Indemnitee indemnified party for any legal expenses subsequently incurred by such AmBev Indemnitee the indemnified party in connection with the defense thereof. If Interbrew the indemnifying party assumes such defense, AmBev the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrewthe indemnifying party), at its own expense, separate from the counsel employed by Interbrewthe indemnifying party, it being understood that Interbrew the indemnifying party shall control such defense. Interbrew The indemnifying party shall be liable for the fees and expenses of counsel employed by AmBev the indemnified party for any period during which Interbrew the indemnifying party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee the indemnified party shall have failed to give notice of the AmBev Third Party Claim as provided above). If Interbrew the indemnifying party chooses to defend or prosecute an AmBev a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereofthereof in a commercially reasonable manner. Such cooperation shall include the retention and (upon Interbrew's the indemnifying party’s request) the provision to Interbrew the indemnifying party of records and information that are reasonably relevant to such AmBev Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder; provided, however, that such indemnified parties may withhold any such records or information to the extent necessary to preserve attorney client privilege, so long as such indemnified parties deliver to the indemnifying party the information contained in such records or information to the extent possible while preserving such attorney client privilege. Whether or not Interbrew the indemnifying party assumes the defense of an AmBev a Third Party Claim, no AmBev Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any AmBev such Third Party Claim without Interbrew's the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld). If Interbrew the indemnifying party assumes the defense of an AmBev a Third Party Claim, the applicable AmBev Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such AmBev a Third Party Claim that Interbrew the indemnifying party may recommend and that by its terms obligates Interbrew the indemnifying party to pay bear the full amount of the liability in connection with such AmBev Third Party Claim, Claim and which releases AmBev the indemnified party completely in connection with such AmBev Third Party Claim; provided, however, that the indemnifying party shall not, without prior written consent of the indemnified party (which consent shall not be unreasonably withheld), settle, compromise or offer to settle or compromise any Third Party Claim and on a basis that could not otherwise adversely affect AmBevwould result in (A) injunctive or other nonmonetary relief against the indemnified party, including the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the indemnified party, or (B) a finding or admission of a violation of law by the indemnified party. Notwithstanding the foregoing, Interbrew the indemnifying party shall not be entitled to assume the defense of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee the indemnified party in defending such AmBev Third Party Claim) if (W) the AmBev Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an AmBev Indemnitee the indemnified party that AmBev the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If damages (and if such equitable relief or other nonmonetary relief portion of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew the indemnifying party shall be entitled to assume the defense of the portion relating to money damages), (X) the indemnifying party and the indemnified party both are named parties to the proceedings and the indemnified party has reasonably concluded, after conferring with its outside counsel, that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or (Y) the indemnifying party is not entitled to a legal defense or counterclaim available to the indemnified party.

Assumption. If an AmBev a Third Party Claim is made against an indemnified party, Interbrew the indemnifying party shall be entitled to participate in the defense thereof andthereof. Except for Third Party Claims concerning a product recall, if it so choosesthe defense of which shall be controlled solely by Purchasers, the indemnifying party may choose to assume the defense thereof of the Third Party Claim with counsel representatives selected by Interbrewthe indemnifying party; provided, however, that such counsel is representatives are not reasonably objected to by AmBevthe indemnified party. Should Interbrew the indemnifying party so elect to assume the defense of an AmBev a Third Party Claim, Interbrew the indemnifying party shall not be liable to the applicable AmBev Indemnitee indemnified party for any legal expenses subsequently incurred by such AmBev Indemnitee the indemnified party in connection with the defense thereof. If Interbrew the indemnifying party assumes such defense, AmBev the indemnified party shall have the right to participate in the defense thereof and to employ counsel representatives (not reasonably objected to by Interbrewthe indemnifying party), at its own expense, separate from the counsel representatives employed by Interbrewthe indemnifying party, it being understood that Interbrew the indemnifying party shall control such defense. Interbrew The indemnifying party shall be liable for the fees and expenses of counsel representatives employed by AmBev the indemnified party for any period during which Interbrew the indemnifying party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee the indemnified party shall have failed to give notice of the AmBev Third Party Claim as provided above). If Interbrew the indemnifying party chooses to defend or prosecute an AmBev a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrew's request) the provision to Interbrew of records and information that are reasonably relevant to such AmBev Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not Interbrew assumes the defense of an AmBev Third Party Claim, no AmBev Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any AmBev Third Party Claim without Interbrew's prior written consent (which consent shall not be unreasonably withheld). If Interbrew assumes the defense of an AmBev Third Party Claim, the applicable AmBev Indemnitee shall agree to any settlement, compromise or discharge of such AmBev Third Party Claim that Interbrew may recommend and that by its terms obligates Interbrew to pay the full amount of the liability in connection with such AmBev Third Party Claim, which releases AmBev completely in connection with such AmBev Third Party Claim and that could not otherwise adversely affect AmBev. Notwithstanding the foregoing, Interbrew shall not be entitled to assume the defense of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee in defending such AmBev Third Party Claim) if the AmBev Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an AmBev Indemnitee that AmBev reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew shall be entitled to assume the defense of the portion relating to money damages.prosecution

Assumption. If an AmBev Third a Third-Party Claim is made against an indemnified party, Interbrew the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooseschooses and acknowledges its obligation to fully indemnify, to assume the defense thereof with counsel selected by Interbrewthe indemnifying party; providedPROVIDED, howeverHOWEVER, that such counsel is not reasonably objected to by AmBevthe indemnified party. Should Interbrew the indemnifying party so elect to assume the defense of an AmBev Third a Third-Party Claim, Interbrew the indemnifying party shall not be liable to the applicable AmBev Indemnitee indemnified party for any legal expenses subsequently incurred by such AmBev Indemnitee the indemnified party in connection with the defense thereof. If Interbrew the indemnifying party assumes such defense, AmBev the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrew)counsel, at its own expense, separate from the counsel employed by Interbrewthe indemnifying party, it being understood that Interbrew the indemnifying party shall control such defense. Interbrew The indemnifying party shall be liable for the fees and expenses of counsel employed by AmBev the indemnified party for any period during which Interbrew the indemnifying party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee shall have failed thereof. If the named parties to give notice of the AmBev Third a Third-Party Claim as provided above)include both the indemnifying party and the indemnified party and the indemnified party have been advised by counsel that there is a conflict of interest requiring the indemnified party to have separate counsel, the indemnifying party shall be liable for all reasonable fees and expenses of one such separate counsel for all indemnified parties in connection with that Third-Party Claim. The indemnifying party shall be liable for the reasonable fees and expenses of one local counsel, if required. If Interbrew the indemnifying party chooses to defend or prosecute an AmBev Third a Third-Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrewthe indemnifying party's request) the provision to Interbrew the indemnifying party of records and information that are reasonably relevant to such AmBev Third Third-Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not Interbrew the indemnifying party assumes the defense of an AmBev Third a Third-Party Claim, no AmBev Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any AmBev Third such Third-Party Claim without Interbrewthe indemnifying party's prior written consent (which consent shall not be unreasonably withheldwithheld or delayed). If Interbrew the indemnifying party assumes the defense of an AmBev Third a Third-Party Claim, the applicable AmBev Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such AmBev Third a Third-Party Claim that Interbrew the indemnifying party may recommend and that by its terms obligates Interbrew the indemnifying party to pay the full amount of the liability in connection with such AmBev Third Third-Party Claim, which releases AmBev the indemnified party completely in connection with such AmBev Third Third-Party Claim. If any Third-Party Claim seeks injunctive relief against an indemnified party and that could not otherwise adversely affect AmBev. Notwithstanding such relief would reasonably be likely to have an adverse effect on such indemnified party's business operations, then notwithstanding the foregoing, Interbrew shall not be entitled to assume the defense of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee in defending such AmBev Third Party Claim) if the AmBev Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an AmBev Indemnitee that AmBev reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew indemnified party shall be entitled to assume control the defense of such Third-Party Claim, including to retain counsel, at the portion relating indemnifying party's cost and expense, so long as the indemnifying party has the right to money damagesconsult and participate in such defense.

Assumption. If an AmBev a Third Party Claim is made against an indemnified party, Interbrew the indemnifying party shall be entitled to participate in the defense defence thereof and, if it so chooses, to assume the defense defence thereof with counsel selected by Interbrewthe indemnifying party; provided, however, that such counsel is not reasonably objected to by AmBevthe indemnified party. Should Interbrew the indemnifying party so elect to assume the defense defence of an AmBev a Third Party Claim, Interbrew the indemnifying party shall not be liable to the applicable AmBev Indemnitee indemnified party for any legal expenses subsequently incurred by such AmBev Indemnitee the indemnified party in connection with the defense defence thereof. If Interbrew the indemnifying party assumes such defensedefence, AmBev the indemnified party shall have the right to participate in the defense defence thereof and to employ counsel (not reasonably objected to by Interbrew)counsel, at its own expense, separate from the counsel employed by Interbrewthe indemnifying party, it being understood that Interbrew the indemnifying party shall control such defensedefence. Interbrew The indemnifying party shall be liable for the fees and expenses of counsel employed by AmBev the indemnified party for any period during which Interbrew the indemnifying party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee shall have failed to give notice of the AmBev Third Party Claim as provided above)defence thereof. If Interbrew the indemnifying party chooses to defend or prosecute an AmBev a Third Party Claim, all the indemnified parties shall cooperate in the defense defence or prosecution thereof. Such cooperation shall include the retention and (upon Interbrew's the indemnifying party’s request) the provision to Interbrew the indemnifying party of records and information that are reasonably relevant to such AmBev Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not Interbrew the indemnifying party assumes the defense defence of an AmBev a Third Party Claim, no AmBev Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any AmBev such Third Party Claim without Interbrew's the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld). If Interbrew the indemnifying party assumes the defense defence of an AmBev a Third Party Claim, the applicable AmBev Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such AmBev a Third Party Claim that Interbrew the indemnifying party may recommend and that by its terms obligates Interbrew the indemnifying party to pay the full amount of the liability in connection with such AmBev Third Party Claim, which releases AmBev the indemnified party completely in connection with such AmBev Third Party Claim and that could would not otherwise adversely affect AmBev. Notwithstanding the foregoing, Interbrew shall not be entitled to assume the defense of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee in defending such AmBev Third Party Claim) if the AmBev Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an AmBev Indemnitee that AmBev reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew shall be entitled to assume the defense of the portion relating to money damagesindemnified party.

Assumption. If an AmBev a Third Party Claim is made against an indemnified partyIndemnified Party, Interbrew the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by Interbrew; provided, however, that the Indemnifying Party as long as it conducts such counsel is not reasonably objected to by AmBevdefense actively and diligently. Should Interbrew the Indemnifying Party so elect to assume assume, and while it so assumes, the defense of an AmBev a Third Party Claim, Interbrew the Indemnifying Party shall not be liable to the applicable AmBev Indemnitee Indemnified Party for any legal expenses subsequently incurred by such AmBev Indemnitee the Indemnified Party in connection with the defense thereof. If Interbrew the Indemnifying Party assumes such defense, AmBev the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrewthe Indemnifying Party), at its own expense, separate from the counsel employed by Interbrewthe Indemnifying Party, it being understood that Interbrew the Indemnifying Party shall control such defense. Interbrew The Indemnifying Party shall be liable for the fees and expenses of counsel employed by AmBev the Indemnified Party for any period during which Interbrew the Indemnifying Party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee the Indemnified Party shall have failed to give notice of the AmBev Third Party Claim as provided aboveClaim). If Interbrew the Indemnifying Party chooses to defend or prosecute an AmBev a Third Party Claim, all the indemnified parties Indemnified Parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrew's the Indemnifying Party’s request) the provision to Interbrew the Indemnifying Party of records and information that are reasonably relevant to such AmBev Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not Interbrew the Indemnifying Party assumes the defense of an AmBev a Third Party Claim, no AmBev Indemnitee the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, any AmBev such Third Party Claim without Interbrew's the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld). If Interbrew the Indemnifying Party assumes the defense of an AmBev a Third Party Claim, the applicable AmBev Indemnitee Indemnified Party shall agree to any settlement, compromise or discharge of such AmBev a Third Party Claim that Interbrew the Indemnifying Party may recommend and that by its terms obligates Interbrew the Indemnifying Party to pay the full amount of the liability in connection with such AmBev Third Party Claim, which releases AmBev the Indemnified Party completely in connection with such AmBev Third Party Claim and that could would not otherwise adversely affect AmBevthe Indemnified Party. Notwithstanding the foregoing, Interbrew the Indemnifying Party shall not be entitled to assume the defense of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee the Indemnified Party in defending such AmBev Third Party Claim) if the AmBev Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an AmBev Indemnitee the Indemnified Party that AmBev the Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim Claim for money damages. If such equitable relief or other relief portion of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages.

Assumption. If an AmBev a Third Party Claim is made against an indemnified party, Interbrew the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense and, subject to the seventh sentence of this Section 8.04(b), settlement thereof with counsel selected by Interbrewthe indemnifying party and shall have the right, but not the obligation, to assert any cross-claim or counterclaim in connection therewith; provided, however, that such counsel is not reasonably objected to by AmBevthe indemnified party. Should Interbrew the indemnifying party so elect to assume the defense of an AmBev a Third Party Claim, Interbrew the indemnifying party shall not be liable to the applicable AmBev Indemnitee indemnified party for any legal expenses subsequently incurred by such AmBev Indemnitee the indemnified party in connection with the defense thereof. If Interbrew the indemnifying party assumes such defense, AmBev the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrew)counsel, at its own expense, separate from the counsel employed by Interbrewthe indemnifying party, it being understood that Interbrew the indemnifying party shall control such defense. Interbrew The indemnifying party shall be liable for the reasonable fees and expenses of counsel employed by AmBev the indemnified party for any period during which Interbrew the indemnifying party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee shall have failed to give notice of the AmBev Third Party Claim as provided above)thereof. If Interbrew the indemnifying party chooses to defend or prosecute an AmBev a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrew's the indemnifying party’s request) the provision to Interbrew the indemnifying party of records and information that are reasonably relevant to such AmBev Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not Interbrew If the indemnifying party assumes the defense of an AmBev a Third Party Claim, no AmBev Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any AmBev Third Party Claim without Interbrew's prior written consent (which consent shall not be unreasonably withheld). If Interbrew assumes A) the defense of an AmBev Third Party Claim, the applicable AmBev Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such AmBev a Third Party Claim that Interbrew the indemnifying party may recommend and that by its terms obligates Interbrew the indemnifying party to pay the full amount of the liability in connection with such AmBev Third Party Claim, which releases AmBev the indemnified party completely in connection with such AmBev Third Party Claim and that could would not otherwise adversely affect AmBevthe indemnified party, and (B) the indemnified party shall not enter into any settlement, compromise or discharge of a Third Party Claim without the prior written consent of the indemnifying party (which shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, Interbrew the indemnifying party shall not be entitled to assume the defense of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee the indemnified party in defending such AmBev Third Party Claim) if (i) the AmBev Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an AmBev Indemnitee the indemnified party that AmBev the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damagesdamages or (ii) the indemnified party reasonably believes itself to be exposed, in the event that such Third Party Claim is not resolved in the indemnified party or indemnifying party’s favor, to Losses in excess of amounts reasonably expected to be received from the indemnifying party. If In the case of any Third Party Claim referred to in clause (i) of the immediately preceding sentence, if such equitable relief or other relief portion of the AmBev such Third Party Claim can be so separated from that for money damages, Interbrew the indemnifying party shall be entitled to assume the defense of the portion of such Third Party Claim relating to money damages.

Assumption. If an AmBev Third a Third-Party Claim is made against an indemnified partyIndemnified Party, Interbrew the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by Interbrewthe indemnifying party; provided, however, that such counsel is not reasonably objected to by AmBevthe Indemnified Party. Should Interbrew the indemnifying party so elect to assume the defense of an AmBev Third a Third-Party Claim, Interbrew the indemnifying party shall not be liable to the applicable AmBev Indemnitee Indemnified Party for any reasonable legal expenses subsequently incurred by such AmBev Indemnitee the Indemnified Party in connection with the defense thereof. If Interbrew the indemnifying party assumes such defense, AmBev the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrew)counsel, at its own expense, separate from the counsel employed by Interbrewthe indemnifying party, it being understood that Interbrew the indemnifying party shall control such defense; provided, however, that the indemnifying party shall bear the reasonable fees and expenses of such separate counsel (i) if the parties to any such action or proceeding (including impleaded parties) include any of the Shareholders and representation of both parties would, in the reasonable opinion of counsel for the Indemnified Party, be inappropriate due to a conflict of interest or (ii) if the indemnifying party shall not have employed counsel (other than counsel that is reasonably objected to by the Indemnified Party) within a reasonable time after the Indemnified Party has given notice of the institution of a Third-Party Claim in compliance with Section 10.4.1 hereof. Interbrew The indemnifying party shall be liable for the reasonable fees and expenses of counsel employed by AmBev the Indemnified Party for any period during which Interbrew the indemnifying party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee shall have failed thereof, provided, however, that such counsel is not reasonably objected to give notice of by the AmBev Third Party Claim as provided above)indemnifying party. If Interbrew the indemnifying party chooses to defend or prosecute an AmBev Third a Third-Party Claim, all the indemnified parties Indemnified Parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include include, to the extent within the control of each such Indemnified Party, the retention and (upon Interbrew's the indemnifying party’s request) the provision to Interbrew the indemnifying party of records and information that are reasonably relevant to such AmBev Third Third-Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or The Indemnified Party shall not Interbrew assumes the defense of an AmBev Third Party Claim, no AmBev Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any AmBev Third such Third-Party Claim without Interbrew's the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld). If Interbrew the indemnifying party assumes the defense of an AmBev Third a Third-Party Claim, the applicable AmBev Indemnitee Indemnified Party shall agree to any settlement, compromise or discharge of such AmBev Third a Third-Party Claim that Interbrew the indemnifying party may recommend and that by its terms obligates Interbrew the indemnifying party to pay the full amount of the liability in connection with such AmBev Third Third-Party ClaimClaim (and, with respect to indemnification by the Escrow Participants, for which the Escrow Consideration then remaining in the Escrow Account is sufficient to satisfy the entire settlement, compromise or discharge), which releases AmBev the Indemnified Party completely in connection with such AmBev Third Third-Party Claim and that could would not otherwise materially adversely affect AmBev. Notwithstanding the foregoing, Interbrew shall not be entitled to assume the defense of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee in defending such AmBev Third Party Claim) if the AmBev Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an AmBev Indemnitee that AmBev reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew shall be entitled to assume the defense of the portion relating to money damagesIndemnified Party.

Assumption. If an AmBev a Third Party Claim is made against an indemnified party, Interbrew the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by Interbrewthe indemnifying party; provided, however, that such counsel is not reasonably objected to by AmBevthe indemnified party. Should Interbrew the indemnifying party so elect to assume the defense of an AmBev a Third Party Claim, Interbrew the indemnifying party shall not be liable to the applicable AmBev Indemnitee indemnified party for any legal expenses subsequently incurred by such AmBev Indemnitee the indemnified party in connection with the defense thereofthereof (except as provided below). If Interbrew the indemnifying party assumes such defense, AmBev the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrew), at its own expensecounsel, separate from the counsel employed by Interbrewthe indemnifying party, at its own expense (except that the legal expenses of such separate counsel shall be borne by the indemnifying party if (i) the indemnified party shall have reasonably concluded that there may be legal defenses available to it being understood that Interbrew shall control are different from or in addition to those available to the indemnifying party or (ii) the named parties in any Proceeding (including any impleaded parties) related to such defenseThird Party Claim include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them). Interbrew The indemnifying party shall be liable for the reasonable fees and expenses of counsel employed by AmBev the indemnified party for any period during which Interbrew the indemnifying party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee shall have failed to give notice of the AmBev Third Party Claim as provided above)thereof. If Interbrew the indemnifying party chooses to defend or prosecute an AmBev a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrew's the indemnifying party’s request) the provision to Interbrew the indemnifying party of records and information that are reasonably relevant to such AmBev Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not Interbrew If the indemnifying party assumes the defense of an AmBev a Third Party Claim, no AmBev Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any AmBev Third Party Claim without Interbrew's prior written consent (which consent shall not be unreasonably withheld). If Interbrew assumes A) the defense of an AmBev Third Party Claim, the applicable AmBev Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such AmBev a Third Party Claim that Interbrew the indemnifying party may recommend and that by its terms obligates Interbrew the indemnifying party to pay the full amount of the liability in connection with such AmBev Third Party Claim, which releases AmBev the indemnified party completely in connection with such AmBev Third Party Claim and that could would not otherwise adversely affect AmBevthe indemnified party, and (B) the indemnified party shall not enter into any settlement, compromise or discharge of a Third Party Claim without the prior written consent of the indemnifying party (which shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, Interbrew (i) the indemnifying party shall not be entitled to assume the defense of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee the indemnified party in defending such AmBev Third Party Claim) if (x) the AmBev Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an AmBev Indemnitee the indemnified party that AmBev the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damagesdamages or (y) the indemnified party reasonably believes itself to be exposed, in the event that such Third Party Claim is not resolved in the indemnified party or indemnifying party’s favor, to Losses in excess of amounts reasonably expected to be received from the indemnifying party and (ii) the Company shall be entitled to assume the defense with respect to any Third Party Claim that relates to any Intellectual Property of the Company or any of its affiliates (including, after the Closing, the Business Intellectual Property) or that is brought by Wyeth or any of its affiliates in respect of the Collaboration Agreement; provided that, in the case of both clauses (i) and (ii) above, the Company shall not settle any Third Party Claim without the indemnified party’s prior written consent (such consent not to be unreasonably withheld or delayed). If In the case of any Third Party Claim referred to in clause (i)(x) of the immediately preceding sentence, if such equitable relief or other relief portion of the AmBev such Third Party Claim can be so separated from that for money damages, Interbrew the indemnifying party shall be entitled to assume the defense of the portion of such Third Party Claim relating to money damages.

Assumption. If an AmBev a Third Party Claim is made against an indemnified party, Interbrew the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by Interbrew; provided, however, that such counsel is not of its choice reasonably objected acceptable to by AmBevthe indemnified party. Should Interbrew the indemnifying party so elect to assume the defense of an AmBev a Third Party Claim, Interbrew the indemnifying party shall not be liable to the applicable AmBev Indemnitee indemnified party for any legal expenses subsequently incurred by such AmBev Indemnitee the indemnified party in connection with the defense thereof. Notwithstanding any other provision of this Agreement, the indemnifying party shall not have the right to assume or continue the defense of any Third Party Claim (and the indemnifying party shall be liable to the indemnified party for its legal expenses) if (i) in the reasonable opinion of the indemnified party, counsel for the indemnifying party could not adequately represent the interests of the indemnified party because its interests could be in conflict with those of the indemnifying party; (ii) the Third Party Claim is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the indemnifying party; or (iii) the indemnifying party shall not have assumed and diligently continued the defense of the Third Party Claim in a timely fashion. If Interbrew the indemnifying party assumes such defense, AmBev the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrew)counsel, at its own expense, separate from the counsel employed by Interbrewthe indemnifying party, it being understood that Interbrew the indemnifying party shall control such defense. Interbrew The indemnifying party shall be liable for the fees and expenses of counsel employed by AmBev the indemnified party for any period during which Interbrew the indemnifying party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee shall have failed to give notice of the AmBev Third Party Claim as provided above)thereof. If Interbrew the indemnifying party chooses to defend or prosecute an AmBev a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrew's the indemnifying party’s request) the provision to Interbrew the indemnifying party of records and information that are reasonably relevant to such AmBev Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not Interbrew the indemnifying party assumes the defense of an AmBev a Third Party Claim, no AmBev Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any AmBev such Third Party Claim without Interbrew's the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld). If Interbrew the indemnifying party assumes the defense of an AmBev a Third Party Claim, the applicable AmBev Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such AmBev a Third Party Claim that Interbrew the indemnifying party may recommend and that by its terms obligates Interbrew the indemnifying party to pay the full amount of the liability in connection with such AmBev Third Party Claim, which releases AmBev the indemnified party completely in connection with such AmBev Third Party Claim and that could would not otherwise adversely affect AmBev. Notwithstanding the foregoing, Interbrew shall not be entitled to assume the defense of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee in defending such AmBev Third Party Claim) if the AmBev Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an AmBev Indemnitee that AmBev reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew shall be entitled to assume the defense of the portion relating to money damagesindemnified party.

Assumption. If an AmBev a Third Party Claim is made against an indemnified party, Interbrew the indemnifying party shall be entitled to participate in the defense thereof and, and if it so chooses, to assume the defense thereof with counsel selected by Interbrewthe indemnifying party; provided, however, that such counsel is not reasonably objected to by AmBevthe indemnified party. Should Interbrew the indemnifying party so elect to assume the defense of an AmBev a Third Party Claim, Interbrew the indemnifying party shall not be liable to the applicable AmBev Indemnitee indemnified party for any legal expenses subsequently incurred by such AmBev Indemnitee the indemnified party in connection with the defense thereof. If Interbrew the indemnifying party assumes such defense, AmBev the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrewthe indemnifying party), at its own expense, separate from the counsel employed by Interbrewthe indemnifying party, it being understood that Interbrew the indemnifying party shall control such defense. Interbrew The indemnifying party shall be liable for the fees and expenses of counsel employed by AmBev the indemnified party for any period during which Interbrew the indemnifying party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee the indemnified party shall have failed to give notice of the AmBev Third Party Claim as provided above). If Interbrew the indemnifying party chooses to defend or prosecute an AmBev a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrewthe indemnifying party's request) the provision to Interbrew the indemnifying party of records and information that are reasonably relevant to such AmBev Third Party Claim, and making employees available on a mutually convenient basis to testify and provide additional information and explanation of any material provided hereunder. Whether or not Interbrew the indemnifying party assumes the defense of an AmBev a Third Party Claim, no AmBev Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any AmBev such Third Party Claim without Interbrewthe indemnifying party's prior written consent (which consent shall not be unreasonably withheld)consent. If Interbrew the indemnifying party assumes the defense of an AmBev a Third Party Claim, the applicable AmBev Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such AmBev a Third Party Claim that Interbrew the indemnifying party may recommend and that by its terms obligates Interbrew the indemnifying party to pay the full amount of the liability in connection with such AmBev Third Party Claim, Claim and which releases AmBev the indemnified party completely in connection with such AmBev Third Party Claim and that could not otherwise adversely affect AmBev. Notwithstanding the foregoing, Interbrew shall not be entitled to assume the defense of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee in defending such AmBev Third Party Claim) if the AmBev Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an AmBev Indemnitee that AmBev reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew shall be entitled to assume the defense of the portion relating to money damages.

Assumption. If an AmBev a Third Party Claim is made against an indemnified party, Interbrew the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by Interbrewthe indemnifying party; provided, however, that such counsel is not reasonably objected to by AmBevthe indemnified party. Should Interbrew the indemnifying party so elect to assume the defense of an AmBev a Third Party Claim, Interbrew the indemnifying party shall not be liable to the applicable AmBev Indemnitee indemnified party for any legal expenses subsequently incurred by such AmBev Indemnitee the indemnified party in connection with the defense thereof. If Interbrew the indemnifying party assumes such defense, AmBev the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected satisfactory to by Interbrewthe indemnifying party), at its own expense, separate from the counsel employed by Interbrewthe indemnifying party, it being understood that Interbrew the indemnifying party shall control such defense. Interbrew The indemnifying party shall be liable for the fees and expenses of counsel employed by AmBev the indemnified party for any period during which Interbrew the indemnifying party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee the indemnified party shall have failed to give notice of the AmBev Third Party Claim as provided above). If Interbrew the indemnifying party chooses to defend or prosecute an AmBev a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrew's the indemnifying party’s request) the provision to Interbrew the indemnifying party of records and information that are reasonably relevant to such AmBev Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not Interbrew the indemnifying party assumes the defense of an AmBev a Third Party Claim, no AmBev Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any AmBev such Third Party Claim without Interbrew's the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld). If Interbrew the indemnifying party assumes the defense of an AmBev a Third Party Claim, the applicable AmBev Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such AmBev a Third Party Claim that Interbrew the indemnifying party may recommend and that by its terms obligates Interbrew the indemnifying party to pay the full amount of the liability in connection with such AmBev Third Party Claim, which releases AmBev the indemnified party completely in connection with such AmBev Third Party Claim and that could not otherwise adversely affect AmBev. Notwithstanding the foregoing, Interbrew shall not be entitled to assume the defense of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee in defending such AmBev Third Party Claim) if the AmBev Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an AmBev Indemnitee that AmBev reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew shall be entitled to assume the defense of the portion relating to money damages.

Assumption. If an AmBev a Third Party Claim is made against an indemnified partyIndemnified Party, Interbrew the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by Interbrewthe indemnifying party; provided, however, that such counsel is not reasonably objected to by AmBevthe Indemnified Party. Should Interbrew the indemnifying party so elect to assume the defense of an AmBev a Third Party Claim, Interbrew the indemnifying party shall not be liable to the applicable AmBev Indemnitee Indemnified Party for any reasonable legal expenses subsequently incurred by such AmBev Indemnitee the Indemnified Party in connection with the defense thereof. If Interbrew the indemnifying party assumes such defense, AmBev the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by Interbrew)counsel, at its own expense, separate from the counsel employed by Interbrewthe indemnifying party, it being understood that Interbrew the indemnifying party shall control such defense; provided that the Indemnifying Parties shall bear the reasonable fees and expenses of such separate counsel (i) if the parties to any such action or proceeding (including impleaded parties) include both any Indemnifying Party and any Indemnified Party and representation of both parties would, in the reasonable opinion of counsel for the Indemnified Party, be inappropriate due to a conflict of interest or (ii) if the indemnifying party shall not have employed counsel (other than counsel that is reasonably objected to by the Indemnified Party) within a reasonable time after the Indemnified Party has given notice of the institution of a Third Party Claim in compliance with Section 15.4(a). Interbrew The indemnifying party shall be liable for the reasonable fees and expenses of counsel employed by AmBev the Indemnified Party for any period during which Interbrew the indemnifying party has not assumed the defense thereof (other than during any period in which an AmBev Indemnitee shall have failed thereof, provided that such counsel is not reasonably objected to give notice of by the AmBev Third Party Claim as provided above)indemnifying party. If Interbrew the indemnifying party chooses to defend or prosecute an AmBev a Third Party Claim, all the indemnified parties Indemnified Parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon Interbrewthe indemnifying party's request) the provision to Interbrew the indemnifying party of records and information that are reasonably relevant to such AmBev Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not Interbrew If the indemnifying party assumes the defense of an AmBev a Third Party Claim, no AmBev Indemnitee the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, any AmBev such Third Party Claim without Interbrewthe indemnifying party's prior written consent (which consent shall not be unreasonably withheld). If Interbrew the indemnifying party assumes the defense of an AmBev a Third Party Claim, the applicable AmBev Indemnitee Indemnified Party shall agree to any settlement, compromise or discharge of such AmBev a Third Party Claim that Interbrew the indemnifying party may recommend and that by its terms obligates Interbrew the indemnifying party to pay the full amount of the liability in connection with such AmBev Third Party Claim, which releases AmBev the Indemnified Party completely in connection with such AmBev Third Party Claim and that could would not otherwise materially adversely affect AmBev. Notwithstanding the foregoing, Interbrew shall not be entitled to assume the defense of any AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by any AmBev Indemnitee in defending such AmBev Third Party Claim) if the AmBev Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an AmBev Indemnitee that AmBev reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the AmBev Third Party Claim can be so separated from that for money damages, Interbrew shall be entitled to assume the defense of the portion relating to money damagesIndemnified Party.