Common use of Claims by Non-parties Clause in Contracts

Claims by Non-parties. The indemnified party will give written notice to the indemnifying party, within such time as not to prejudice unduly the indemnifying party's ability to defend against the underlying claim, of any written claim by a third party which is likely to give rise to a claim by the indemnified party against the indemnifying party based on the indemnity agreements contained in this Article, stating with reasonable specificity the nature of said claim and the amount thereof, to the extent known. The indemnified party will give notice to the indemnifying party that pursuant to the indemnity, the indemnified party is asserting against the indemnifying party a claim with respect to a potential loss from the third party claim, and such notice will constitute the assertion of a claim for indemnity by the indemnified party. If, within ten (10) days after receiving such notice, the indemnifying party advises the indemnified party that it will provide indemnification and assume the defense at its expense, then so long as such defense is being conducted, the indemnified party will not settle or admit liability with respect to the claim without the consent of the indemnifying party and will afford to the indemnifying party and defending counsel reasonable assistance in defending against the claim. If the indemnifying party assumes the defense, counsel reasonably acceptable to the indemnified party will be selected by such party and if the indemnified party then retains its own counsel, it will do so at its own expense. If the indemnified party does not receive a written objection to the notice from the indemnifying party within ten (10) days after the indemnifying party's receipt of such notice, the claim for indemnity will be conclusively presumed to have been assented to and approved, and in such case the indemnified party may control the defense of the matter or case and, at its sole discretion, settle or admit liability. If within the aforesaid ten (10) day period the indemnified party will have received written objection to a claim (which written objection will briefly describe the basis of the objection to the claim or the amount thereof, all in good faith), then for a period of thirty (30) days after receipt of such objection the parties will attempt to settle the dispute as between the indemnified party and indemnifying parties. If they are unable to settle the dispute, the unresolved issue or issues will be settled by a court of competent jurisdiction located in Nashville, Tennessee. During the pendency of any such dispute, the indemnified party may control all aspects of the defense of the matter or case.

Claims by Non-parties. The indemnified party will shall give written notice within a reasonably prompt period of time to the indemnifying party, within such time as not to prejudice unduly the indemnifying party's ability to defend against the underlying claim, party of any written claim by a third party which is likely to give rise to a claim by the indemnified party against the indemnifying party based on the indemnity agreements contained in this ArticleSection, stating with reasonable specificity the nature of said claim and the amount thereof, to the extent known. The indemnified party will shall give notice to the indemnifying party that pursuant to the indemnity, the indemnified party is asserting against the indemnifying party a claim with respect to a potential loss from the third party claim, and such notice will shall constitute the assertion of a claim for indemnity by the indemnified party. If, within ten thirty (1030) days after receiving such notice, the indemnifying party advises the indemnified party that it will provide indemnification and assume the defense at its expense, then so long as such defense is being conducted, the indemnified party will shall not settle or admit liability with respect to the claim without the consent of the indemnifying party and will shall afford to the indemnifying party and defending counsel reasonable assistance in defending against the claim. If the indemnifying party assumes the defense, counsel reasonably acceptable to the indemnified party will shall be selected by such party and if the indemnified party then retains its own counsel, it will shall do so at its own expense. If the indemnified party does not receive a written objection to the notice from the indemnifying party within ten thirty (1030) days after the indemnifying party's ’s receipt of such notice, the claim for indemnity will shall be conclusively presumed to have been assented to and approved, and in such case the indemnified party may control the defense of the matter or case and, at its sole discretion, settle or admit liability. If within the aforesaid ten thirty (1030) day period the indemnified party will shall have received written objection to a claim (which written objection will shall briefly describe the basis of the objection to the claim or the amount thereof, all in good faith), then for a period of thirty ten (3010) days after receipt of such objection the parties will shall attempt to settle the dispute as between the indemnified party and indemnifying parties. If they are unable to settle the dispute, the unresolved issue or issues will be settled by a court of competent jurisdiction located in Nashville, Tennessee. During the pendency of any such dispute, the indemnified party may control all aspects of the defense of the matter or case.

Claims by Non-parties. The indemnified party will give written notice to the indemnifying party, within such time as not to prejudice unduly the indemnifying party's ’s ability to defend against the underlying claim, of any written claim by a third party which is likely to give rise to a claim by the indemnified party against the indemnifying party based on the indemnity agreements contained in this Article, stating with reasonable specificity the nature of said claim and the amount thereof, to the extent known. The indemnified party will give notice to the indemnifying party that pursuant to the indemnity, the indemnified party is asserting against the indemnifying party a claim with respect to a potential loss from the third party claim, and such notice will constitute the assertion of a claim for indemnity by the indemnified party. If, within ten (10) days after receiving such notice, the indemnifying party advises the indemnified party that it will provide indemnification and assume the defense at its expense, then so long as such defense is being conducted, the indemnified party will not settle or admit liability with respect to the claim without the consent of the indemnifying party and will afford to the indemnifying party and defending counsel reasonable assistance in defending against the claim. If the indemnifying party assumes the defense, counsel reasonably acceptable to the indemnified party will be selected by such party and if the indemnified party then retains its own counsel, it will do so at its own expense. If the indemnified party does not receive a written objection to the notice from the indemnifying party 18 within ten (10) days after the indemnifying party's receipt of such notice, the claim for indemnity will be conclusively presumed to have been assented to and approved, and in such case the indemnified party may control the defense of the matter or case and, at its sole discretion, settle or admit liability. If within the aforesaid ten (10) day period the indemnified party will have received written objection to a claim (which written objection will briefly describe the basis of the objection to the claim or the amount thereof, all in good faith), then for a period of thirty (30) days after receipt of such objection the parties will attempt to settle the dispute as between the indemnified party and indemnifying parties. If they are unable to settle the dispute, the unresolved issue or issues will be settled by a court of competent jurisdiction located in NashvilleLas Vegas, TennesseeNevada. During the pendency of any such dispute, the indemnified party may control all aspects of the defense of the matter or case.

Claims by Non-parties. The indemnified party will shall give written notice within a reasonably prompt period of time to the indemnifying party, within such time as not to prejudice unduly the indemnifying party's ability to defend against the underlying claim, party of any written claim by a third party which is likely to give rise to a claim by the indemnified party against the indemnifying party based on the indemnity agreements contained in this ArticleSection, stating with reasonable specificity the nature of said claim and the amount thereof, to the extent known. The indemnified party will shall give notice to the indemnifying party that pursuant to the indemnity, the indemnified party is asserting against the indemnifying party a claim with respect to a potential loss from the third party claim, and such notice will shall constitute the assertion of a claim for indemnity by the indemnified party. If, within ten thirty (1030) days after receiving such notice, the indemnifying party advises the indemnified party that it will provide indemnification and assume the defense at its expense, then so long as such defense is being conducted, the indemnified party will shall not settle or admit liability with respect to the claim without the consent of the indemnifying party and will shall afford to the indemnifying party and defending counsel reasonable assistance in defending against the claim. If the indemnifying party assumes the defense, counsel reasonably acceptable to the indemnified party will shall be selected by such party and if the indemnified party then retains its own counsel, it will shall do so at its own expense. If the indemnified party does not receive a written objection to the notice from the indemnifying party within ten thirty (1030) days after the indemnifying party's ’s receipt of such notice, the claim for indemnity will shall be conclusively presumed to have been assented to and approved, and in such case the indemnified party may control the defense of the matter or case and, at its sole discretion, settle or admit liability. If within the aforesaid ten thirty (1030) day period the indemnified party will shall have received written objection to a claim (which written objection will shall briefly describe the basis of the objection to the claim or the amount thereof, all in good faith), then for a period of thirty ten (3010) days after receipt of such objection the parties will shall attempt to settle the dispute as between the indemnified party and indemnifying parties. If they are unable to settle the dispute, the unresolved issue or issues will shall be settled by a court of competent jurisdiction located arbitration in NashvilleNew York, Tennessee. During New York in accordance with the pendency of any such dispute, the indemnified party may control all aspects rules and procedures of the defense of the matter or caseAmerican Arbitration Association.

Claims by Non-parties. The indemnified party will shall give written notice within a reasonably prompt period of time to the indemnifying party, within such time as not to prejudice unduly the indemnifying party's ability to defend against the underlying claim, party of any written claim by a third party which is likely to give rise to a claim by the indemnified party against the indemnifying party based on the indemnity agreements contained in this Article, stating with reasonable specificity the nature of said claim and the amount thereof, to the extent known. The indemnified party will shall give notice to the indemnifying party that pursuant to the indemnity, the indemnified party is asserting against the indemnifying party a claim with respect to a potential loss from the third party claim, and such notice will shall constitute the assertion of a claim for indemnity by the indemnified party. If, within ten thirty (1030) days after receiving such notice, the indemnifying party advises the indemnified party that it will provide indemnification and assume the defense at its expense, then so long as such defense is being conducted, the indemnified party will shall not settle or admit liability with respect to the claim without the consent of the indemnifying party and will shall afford to the indemnifying party and defending counsel reasonable assistance in defending against the claim. If the indemnifying party assumes the defense, counsel reasonably acceptable to the indemnified party will shall be selected by such party and if the indemnified party then retains its own counsel, it will shall do so at its own expense. If the indemnified party does not receive a written objection to the notice from the indemnifying party within ten thirty (1030) days after the indemnifying party's receipt of such notice, the claim for indemnity will shall be conclusively presumed to have been assented to and approved, and in such case the indemnified party may control the defense of the matter or case and, at its sole discretion, settle or admit liability. If within the aforesaid ten thirty (1030) day period the indemnified party will shall have received written objection to a claim (which written objection will shall briefly describe the basis of the objection to the claim or the amount thereof, all in good faith), then for a period of thirty ten (3010) days after receipt of such objection the parties will shall attempt to settle the dispute as between the indemnified party and indemnifying parties. If they are unable to settle the dispute, the unresolved issue or issues will shall be settled by a court of competent jurisdiction located arbitration in NashvilleDallas, Tennessee. During Texas in accordance with the pendency of any such dispute, the indemnified party may control all aspects rules and procedures of the defense of the matter or caseAmerican Arbitration Association.

Claims by Non-parties. The indemnified party will give written notice to the indemnifying party, within such time as not to prejudice unduly the indemnifying party's ’s ability to defend against the underlying claim, of any written claim by a third party which is likely to give rise to a claim by the indemnified party against the indemnifying party based on the indemnity agreements contained in this Article, stating with reasonable specificity the nature of said claim and the amount thereof, to the extent known. The indemnified party will give notice to the indemnifying party that pursuant to the indemnity, the indemnified party is asserting against the indemnifying party a claim with respect to a potential loss from the third party claim, and such notice will constitute the assertion of a claim for indemnity by the indemnified party. If, within ten (10) days after receiving such notice, the indemnifying party advises the indemnified party that it will provide indemnification and assume the defense at its expense, then so long as such defense is being conducted, the indemnified party will not settle or admit liability with respect to the claim without the consent of the indemnifying party and will afford to the indemnifying party and defending counsel reasonable assistance in defending against the claim. If the indemnifying party assumes the defense, counsel reasonably acceptable to the indemnified party will be selected by such party and if the indemnified party then retains its own counsel, it will do so at its own expense. If the indemnified party does not receive a written objection to the notice from the indemnifying party within ten (10) days after the indemnifying party's receipt of such notice, the claim for indemnity will be conclusively presumed to have been assented to and approved, and in such case the indemnified party may control the defense of the matter or case and, at its sole discretion, settle or admit liability. If within the aforesaid ten (10) day period the indemnified party will have received written objection to a claim (which written objection will briefly describe the basis of the objection to the claim or the amount thereof, all in good faith), then for a period of thirty (30) days after receipt of such objection the parties will attempt to settle the dispute as between the indemnified party and indemnifying parties. If they are unable to settle the dispute, the unresolved issue or issues will be settled by a court of competent jurisdiction located in NashvilleLas Vegas, TennesseeNevada. During the pendency of any such dispute, the indemnified party may control all aspects of the defense of the matter or case.

Claims by Non-parties. The indemnified party will give prompt written notice to the indemnifying party, within such time as not to prejudice unduly the indemnifying party's ability to defend against the underlying claim, party of any written claim by or in respect of a third party of which is likely it has knowledge concerning any indemnification liability hereunder as to give rise to a claim by the indemnified party against the indemnifying party based on the indemnity agreements contained in this Articlewhich it may request indemnification hereunder, stating with reasonable specificity the nature of said claim and the amount thereof, to the extent known. Anything in this Article X to the contrary notwithstanding, no claim may be asserted nor may any action be commenced against any indemnifying party for indemnification under this Article X, unless written notice of any event, discovery of facts or any written claim or notice of investigation which could give rise to such claim for indemnification has been sent to the indemnifying party by the indemnified party, setting forth a description of the facts and circumstances with respect to the subject matter therefore in reasonable detail within thirty (30) days of the date on which the representation, warranty, covenant or agreement on which such claim or action is based ceases to survive as set forth in Section 10.1 hereof. The indemnified party will give notice to the indemnifying party that pursuant to the indemnity, the indemnified party is asserting against the indemnifying party a claim with respect to a potential loss from the third party claim, and such notice will constitute the assertion of a claim for indemnity by the indemnified party. If, within ten twenty (1020) days after receiving such notice, the indemnifying party advises the indemnified party that it will provide indemnification and assume the defense at its expense, then so long as such defense is being conducted, the indemnified party will not settle or admit liability with respect to the claim without the consent of the indemnifying party and will afford to the indemnifying party and defending counsel reasonable assistance in defending against the claim. If the indemnifying party assumes the defense, counsel reasonably acceptable to the indemnified party will be selected by such party and if the indemnified party then retains its own counsel, it will do so at its own expense. If the indemnified party does not receive a written objection to the notice from the indemnifying party within ten twenty (1020) days after the indemnifying party's receipt of such notice, the claim for indemnity will be conclusively presumed to have been assented to and approved, and in such case the indemnified party may control the defense of the matter or case and, at its sole discretion, settle or admit liability. If within the aforesaid ten twenty (1020) day period the indemnified party will have received written objection to a claim (which written objection will briefly describe the basis of the objection to the claim or the amount thereof, all in good faith), then for a period of thirty sixty (3060) days after receipt of such objection the parties will attempt to settle the dispute as between the indemnified party and indemnifying parties. If they are unable to settle the dispute, the indemnified party shall have the right to pursue any remedy available to it in resolution of such dispute or unresolved issue or issues will be settled by a court of competent jurisdiction located in Nashville, Tennessee. During the pendency of any such dispute, the indemnified party may control all aspects of the defense of the matter or caseissues.

Claims by Non-parties. The indemnified party will shall give written notice within a reasonably prompt period of time to the indemnifying party, within such time as not to prejudice unduly the indemnifying party's ability to defend against the underlying claim, party of any written claim by a third party which is likely to give rise to a claim by the indemnified party against the indemnifying party based on the indemnity agreements contained in this Article, stating with reasonable specificity the nature of said claim and the amount thereof, to the extent known. The indemnified party will shall give notice to the indemnifying party that pursuant to the indemnity, the indemnified party is asserting against the indemnifying party a claim with respect to a potential loss from the third party claim, and such notice will shall constitute the assertion of a claim for indemnity by the indemnified party. If, within ten thirty (1030) days after receiving such notice, the indemnifying party advises the indemnified party that it will provide indemnification and assume the defense at its expense, then so long as such defense is being conducted, the indemnified party will shall not settle or admit liability with respect to the claim without the consent of the indemnifying party and will shall afford to the indemnifying party and defending counsel reasonable assistance in defending against the claim. If the indemnifying party assumes the defense, counsel reasonably acceptable to the indemnified party will shall be selected by such party and if the indemnified party then retains its own counsel, it will shall do so at its own expense. In no circumstances shall an indemnifying party be liable for the fees and expenses of more than one firm of lawyers, notwithstanding multiple indemnified parties and conflicts of interest. If the indemnified party does not receive a written objection to the notice from the indemnifying party within ten thirty (1030) days after the indemnifying party's receipt of such notice, the claim for indemnity will shall be conclusively presumed to have been assented to and approved, and in such case the indemnified party may control the defense of the matter or case and, at its sole discretion, settle or admit liability. If within the aforesaid ten thirty (1030) day period the indemnified party will shall have received written objection to a claim (which written objection will shall briefly describe the basis of the objection to the claim or the amount thereof, all in good faith), then for a period of thirty ten (3010) days after receipt of such objection the parties will shall attempt to settle the dispute as between the indemnified party and indemnifying parties. If they are unable to settle the dispute, the unresolved issue or issues will be settled by a court of competent jurisdiction located in Nashville, Tennessee. During the pendency of any such dispute, the indemnified party may control all aspects of the defense of the matter or case.

Claims by Non-parties. The indemnified party will shall give written notice within a reasonably prompt period of time to the indemnifying party, within such time as not to prejudice unduly the indemnifying party's ability to defend against the underlying claim, party of any written claim by a third party which is likely to give rise to a claim by the indemnified party against the indemnifying party based on the indemnity agreements contained in this Article, stating with reasonable specificity the nature of said claim and the amount thereof, to the extent known. The indemnified party will shall give notice to the indemnifying party that pursuant to the indemnity, the indemnified party is asserting against the indemnifying party a claim with respect to a potential loss from the third party claim, and such notice will shall constitute the assertion of a claim for indemnity by the indemnified party. If, within ten thirty (1030) days after receiving such notice, the indemnifying party advises the indemnified party that it will provide indemnification and assume the defense at its expense, then so long as such defense is being conducted, the indemnified party will shall not settle or admit liability with respect to the claim without the consent of the indemnifying party and will shall afford to the 33 39 indemnifying party and defending counsel reasonable assistance in defending against the claim. If the indemnifying party assumes the defense, counsel reasonably acceptable to the indemnified party will shall be selected by such party and if the indemnified party then retains its own counsel, it will shall do so at its own expense. If the indemnified party does not receive a written objection to the notice from the indemnifying party within ten thirty (1030) days after the indemnifying party's receipt of such notice, the claim for indemnity will shall be conclusively presumed to have been assented to and approved, and in such case the indemnified party may control the defense of the matter or case and, at its sole discretion, settle or admit liability. If within the aforesaid ten thirty (1030) day period the indemnified party will shall have received written objection to a claim (which written objection will shall briefly describe the basis of the objection to the claim or the amount thereof, all in good faith), then for a period of thirty ten (3010) days after receipt of such objection the parties will shall attempt to settle the dispute as between the indemnified party and indemnifying parties. If they are unable to settle the dispute, the unresolved issue or issues will shall be settled by a court of competent jurisdiction located arbitration in NashvilleLos Angeles, Tennessee. During California in accordance with the pendency of any such dispute, the indemnified party may control all aspects rules and procedures of the defense of the matter or caseAmerican Arbitration Association.

Claims by Non-parties. The indemnified party will shall give written notice within a reasonably prompt period of time to the indemnifying party, within such time as not to prejudice unduly the indemnifying party's ability to defend against the underlying claim, party of any written claim by a third party which is likely to give rise to a claim by the indemnified party against the indemnifying party based on the indemnity agreements contained in this Article, stating with reasonable specificity the nature of said claim and the amount thereof, to the extent known. The indemnified party will shall give notice to the indemnifying party that pursuant to the indemnity, the indemnified party is asserting against the indemnifying party a claim with respect to a potential loss from the third party claim, and such notice will shall 33 39 constitute the assertion of a claim for indemnity by the indemnified party. If, within ten thirty (1030) days after receiving such notice, the indemnifying party advises the indemnified party that it will provide indemnification and assume the defense at its expense, then so long as such defense is being conducted, the indemnified party will shall not settle or admit liability with respect to the claim without the consent of the indemnifying party and will shall afford to the indemnifying party and defending counsel reasonable assistance in defending against the claim. If the indemnifying party assumes the defense, counsel reasonably acceptable to the indemnified party will shall be selected by such party and if the indemnified party then retains its own counsel, it will shall do so at its own expense. If the indemnified party does not receive a written objection to the notice from the indemnifying party within ten thirty (1030) days after the indemnifying party's receipt of such notice, the claim for indemnity will shall be conclusively presumed to have been assented to and approved, and in such case the indemnified party may control the defense of the matter or case and, at its sole discretion, settle or admit liability. If within the aforesaid ten thirty (1030) day period the indemnified party will shall have received written objection to a claim (which written objection will shall briefly describe the basis of the objection to the claim or the amount thereof, all in good faith), then for a period of thirty ten (3010) days after receipt of such objection the parties will shall attempt to settle the dispute as between the indemnified party and indemnifying parties. If they are unable to settle the dispute, the unresolved issue or issues will shall be settled by a court of competent jurisdiction located arbitration in NashvilleLos Angeles, Tennessee. During California in accordance with the pendency of any such dispute, the indemnified party may control all aspects rules and procedures of the defense of the matter or caseAmerican Arbitration Association.

Claims by Non-parties. The indemnified party will give written ---------------------- notice within a reasonably prompt period of time to the indemnifying party, within such time as not to prejudice unduly the indemnifying party's ability to defend against the underlying claim, party of any written claim by a third party which is likely to give rise to a claim by the indemnified party against the indemnifying party based on the indemnity agreements contained in this Article, stating with reasonable specificity the nature of said claim and the amount thereof, to the extent known. The indemnified party will give notice to the indemnifying party that pursuant to the indemnity, the indemnified party is asserting against the indemnifying party a claim with respect to a potential loss from the third party claim, and such notice will constitute the assertion of a claim for indemnity by the indemnified party. If, within ten twenty (1020) days after receiving such notice, the indemnifying party advises the indemnified party that it will provide indemnification and assume the defense at its expense, then so long as such defense is being conducted, the indemnified party will not settle or admit liability with respect to the claim without the consent of the indemnifying party and will afford to the indemnifying party and defending counsel reasonable assistance in defending against the claim. If the indemnifying party assumes the defense, counsel reasonably acceptable to the indemnified party will be selected by such party and if the indemnified party then retains its own counsel, it will do so at its own expense. If the indemnified party does not receive a written objection to the notice from the indemnifying party within ten twenty (1020) days after the indemnifying party's receipt of such notice, the claim for indemnity will be conclusively presumed to have been assented accepted to and approved, and in such case the indemnified party may control the defense of the matter or case and, at its sole discretion, settle or admit liability. If within the aforesaid ten twenty (1020) day period the indemnified party will have received written objection to a claim (which written objection will briefly describe the basis of the objection to the claim or the amount thereof, all in good faith), then for a period of thirty sixty (3060) days after receipt of such objection the parties will attempt to settle the dispute as between the indemnified party and indemnifying parties. If they are unable to settle the dispute, the unresolved issue or issues will be settled by a court arbitration in accordance with the rules and procedures of competent jurisdiction located the American Arbitration Association. If the indemnified party is Buyer or Company, such arbitration will be conducted in Nashville, Tennessee. During the pendency of any such dispute, and if the indemnified party may control all aspects of the defense of the matter or caseis Shareholder, such arbitration will be conducted in New York, New York.

Claims by Non-parties. The indemnified party will give written notice to the indemnifying party, within such time as not to prejudice unduly the indemnifying party's ability to defend against the underlying claim, of any written claim by a third party which is likely to give rise to a claim by the indemnified party against the indemnifying party based on the indemnity agreements contained in this ArticleArticle XV, stating with reasonable specificity the nature of said claim and the amount thereof, to the extent known. The indemnified party will give notice to the indemnifying party that pursuant to the indemnity, the indemnified party is asserting against the indemnifying party a claim with respect to a potential loss from the third party claim, and such notice will constitute the assertion of a claim for indemnity by the indemnified party. If, within ten thirty (1030) days after receiving such notice, the indemnifying party advises the indemnified party that it will provide indemnification and assume the defense at its expense, then so long as such defense is being conducted, the indemnified party will not settle or admit liability with respect to the claim without the consent of the indemnifying party and will afford to the indemnifying party and defending counsel reasonable assistance in defending against the claim. If the indemnifying party assumes the defense, counsel reasonably acceptable to the indemnified party will be selected by such party and if the indemnified party then retains its own counsel, it will do so at its own expense. If the indemnified party does not receive a written objection to the notice from the indemnifying party within ten (10) days after the indemnifying party's receipt of such notice, the claim for indemnity will be conclusively presumed to have been assented to and approved, and in such case the indemnified party may control the defense of the matter or case and, at its sole discretion, settle or admit liability. If within the aforesaid ten (10) day period the indemnified party will have received written objection to a claim (which written objection will briefly describe the basis of the objection to the claim or the amount thereof, all in good faith), then for a period of thirty sixty (3060) days after receipt of such objection the parties will attempt to settle the dispute as between the indemnified party and indemnifying parties. If they are unable to settle the dispute, the unresolved issue or issues will be settled by a court of competent jurisdiction located arbitration in Nashville, Tennessee. During , in accordance with the pendency of any such dispute, the indemnified party may control all aspects rules and procedures of the defense of the matter or case.American Arbitration Association; and

Claims by Non-parties. The indemnified party will shall give written notice within a reasonably prompt period of time to the indemnifying party, within such time as not to prejudice unduly the indemnifying party's ability to defend against the underlying claim, party of any written claim by a third party which is likely to give rise to a claim by the indemnified party against the indemnifying party based on the indemnity agreements contained in this Article, stating with reasonable specificity the nature of said claim and the amount thereof, to the extent known. The indemnified party will shall give notice to the indemnifying party that pursuant to the indemnity, the indemnified party is asserting against the indemnifying party a claim with respect to a potential loss from the third party claim, and such notice will shall constitute the assertion of a claim for indemnity by the indemnified party. If, within ten thirty (1030) days after receiving such notice, the indemnifying party advises the indemnified party that it will provide indemnification and assume the defense at its expense, then so long as such defense is being conducted, the indemnified party will shall not settle or admit liability with respect to the claim without the consent of the indemnifying party and will shall afford to the indemnifying party and defending counsel reasonable assistance in defending against the claim. If the indemnifying party assumes the defense, counsel reasonably acceptable to the indemnified party will shall be selected by such party and if the indemnified party then retains its own counsel, it will shall do so at its own expense. If the indemnified party does not receive a written objection to the notice from the indemnifying party within ten thirty (1030) days after the indemnifying party's receipt of such notice, the claim for indemnity will shall be conclusively presumed to have been assented to and approved, and in such case the indemnified party may control the defense of the matter or case and, at its sole discretion, settle or admit liability. If within the aforesaid ten thirty (1030) day period the indemnified party will shall have received written objection to a claim (which written objection will shall briefly describe the basis of the objection to the claim or the amount thereof, all in good faith), then for a period of thirty ten (3010) days after receipt of such objection the parties will shall attempt to settle the dispute as between the indemnified party and indemnifying parties. If they are unable to settle the dispute, the unresolved issue or issues will shall be settled by arbitration at a court of competent jurisdiction located venue to be determined by the parties in Nashville, Tennessee. During accordance with the pendency of any such dispute, the indemnified party may control all aspects rules and procedures of the defense of the matter or caseAmerican Arbitration Association.

Claims by Non-parties. The indemnified party will shall give written notice within a reasonably prompt period of time to the indemnifying party, within such time as not to prejudice unduly the indemnifying party's ability to defend against the underlying claim, party of any written claim by a third third-party which that is likely to give rise to a claim by the indemnified party against the indemnifying party based on the indemnity agreements contained in this Article, stating with reasonable specificity the nature of said claim and the amount thereof, to the extent known. The indemnified party will shall give notice to the indemnifying party that pursuant to the indemnity, the indemnified party is asserting against the indemnifying party a claim with respect to a potential loss from the third party claim, and such notice will shall constitute the assertion of a claim for indemnity by the indemnified party. If, within ten thirty (1030) days after receiving such notice, the indemnifying party advises the indemnified party that it will provide indemnification and assume the defense at its expense, then so long as such defense is being conducted, the indemnified party will shall not settle or admit liability with respect to the claim without the consent of the indemnifying party and will shall afford to the indemnifying party and defending counsel reasonable assistance in defending against the claim. If the indemnifying party assumes the defense, counsel reasonably acceptable to the indemnified party will shall be selected by such party and if the indemnified party then retains its own counsel, it will shall do so at its own expense. If the indemnified party does not receive a written objection to the notice from the indemnifying party within ten thirty (1030) days after the indemnifying party's receipt of such notice, the claim for indemnity will shall be conclusively presumed to have been assented to and approved, and in such case the indemnified party may control the defense of the matter or case and, at its sole discretion, settle settle, or admit liability. If within the aforesaid ten thirty (1030) day period the indemnified party will shall have received written objection to a claim (which written objection will shall briefly describe the basis of the objection to the claim or the amount thereof, all in good faith), then for a period of thirty ten (3010) days after receipt of such objection the parties will shall attempt to settle the dispute as between the indemnified party and indemnifying parties. If they are unable to settle the dispute, the unresolved issue or issues will shall be settled by a court of competent jurisdiction located arbitration in NashvilleDallas, Tennessee. During Texas in accordance with the pendency of any such dispute, the indemnified party may control all aspects rules and procedures of the defense of the matter or caseAmerican Arbitration Association.

Claims by Non-parties. The indemnified party will shall give written notice within a reasonably prompt period of time to the indemnifying party, within such time as not to prejudice unduly the indemnifying party's ability to defend against the underlying claim, party of any written claim by a third party which is likely to give rise to a claim by the indemnified party against the indemnifying party based on the indemnity agreements contained in this Article, stating with reasonable specificity the nature of said claim and the amount thereof, to the extent known. The indemnified party will shall give notice to the indemnifying party that pursuant to the indemnity, the indemnified party is asserting against the indemnifying party a claim with respect to a potential loss from the third party claim, and such notice will shall constitute the assertion of a claim for indemnity by the indemnified party. If, within ten thirty (1030) days after receiving such notice, the indemnifying party advises the indemnified party that it will provide indemnification and assume the defense at its expense, then so long as such defense is being conducted, the indemnified party will shall not settle or admit liability with respect to the claim without the consent of the indemnifying party and will shall afford to the indemnifying party and defending counsel all reasonable assistance in defending against the claim. If the indemnifying party assumes the defense, counsel reasonably acceptable to the indemnified party will shall be selected by such party and if the indemnified party then retains its own counsel, it will shall do so at its own expense. If the indemnified party does not receive a written objection to the notice from the indemnifying party within ten thirty (1030) days after the indemnifying party's receipt of such notice, the claim for indemnity will shall be conclusively presumed to have been assented to and approved, and in such case the indemnified party may control the defense of the matter or case and, at its sole discretion, settle or admit liability. If within the aforesaid ten thirty (1030) day period the indemnified party will shall have received written objection to a claim (which written objection will shall briefly describe the basis of the objection to the claim or the amount thereof, all in good faith), then for a period of thirty ten (3010) days after receipt of such objection the parties will shall attempt to settle the dispute as between the indemnified party and indemnifying parties. If they are unable to settle the dispute, the unresolved issue or issues will be settled by a court of competent jurisdiction located in Nashville, Tennessee. During the pendency of any such dispute, the indemnified party may control all aspects of the defense of the matter or case.

Claims by Non-parties. The indemnified party will shall give written notice within a reasonably prompt period of time to the indemnifying party, within such time as not to prejudice unduly the indemnifying party's ability to defend against the underlying claim, party of any written claim by a third party which is likely to give rise to a claim by the indemnified party against the indemnifying party based on the indemnity agreements contained in this Article, stating with reasonable specificity the nature of said claim and the amount thereof, to the extent known. The indemnified party will shall give notice to the indemnifying party that pursuant to the indemnity, the indemnified party is asserting against the indemnifying party a claim with respect to a potential loss from the third party claim, and such notice will shall constitute the assertion of a claim for indemnity by the indemnified party. If, within ten thirty (1030) days after receiving such notice, the indemnifying party advises the indemnified party that it will provide indemnification and assume the defense at its expense, then so long as such defense is being conducted, the indemnified party will shall not settle or admit liability with respect to the claim without the consent of the indemnifying party and will shall afford to the indemnifying party and defending counsel all reasonable assistance in defending against the claim, but the indemnified party shall remain entitled to notice and an opportunity to participate in any proceedings relating to the claim. If the indemnifying party assumes the defense, counsel reasonably acceptable to the indemnified party will shall be selected by such party and if the indemnified party then retains its own counsel, it will shall do so at its own expense. If the indemnified party does not receive a written objection to the notice from the indemnifying party within ten thirty (1030) days after the indemnifying party's ’s receipt of such notice, the claim for indemnity will shall be conclusively presumed to have been assented to and approved, and in such case the indemnified party may control the defense of the matter or case and, at its sole discretion, settle or admit liability. If If, within the aforesaid ten thirty (1030) day period period, the indemnified party will shall have received written objection to a claim (which written objection will shall briefly describe the basis of the objection to the claim or the amount thereof, all in good faith), then for a period of thirty ten (3010) days after receipt of such objection the parties will shall attempt to settle the dispute as between the indemnified party and indemnifying parties. If they are unable to settle the dispute, the unresolved issue or issues will may be settled by a court of competent jurisdiction located resolved in Nashville, Tennessee. During conjunction with the pendency of any such dispute, underlying action that gave rise to the indemnified party may control all aspects of the defense of the matter or caseclaim for indemnification.

Claims by Non-parties. (1) The indemnified party will shall give written notice (“Indemnity Notice”) within a reasonably prompt period of time to the indemnifying party, within such time as not to prejudice unduly the indemnifying party's ability to defend against the underlying claim, party of any written claim Claim by a third party which is likely to give rise to a claim Claim by the indemnified party against the indemnifying party based on the indemnity agreements contained in this Article, stating with reasonable specificity the nature and basis of said claim Claim and the amount thereof, to the extent known. The indemnified party will Indemnity Notice shall give notice to the indemnifying party that pursuant to the indemnity, the indemnified party is asserting against the indemnifying party a claim with respect to a potential loss from the third party claimClaim, and such notice will Indemnity Notice shall constitute the assertion of a claim for indemnity by the indemnified party. (2) If, within ten thirty (1030) days after receiving such noticean Indemnity Notice, the indemnifying party advises the indemnified party that it will provide indemnification and assume the defense at its expense, then so long as such defense is being reasonably conducted, the indemnified party will shall not settle or admit liability with respect to the claim without the consent of the indemnifying third party Claim and will shall afford to the indemnifying party and defending counsel all reasonable assistance in defending against the claimsuch Claim. If the indemnifying party assumes the defense, counsel reasonably acceptable to the indemnified party will shall be selected by such party and if the indemnified party then retains its own counsel, it will shall do so at its own expense. (3) If the indemnified party does not receive a written objection to the notice Indemnity Notice from the indemnifying party within ten thirty (1030) days after the indemnifying party's ’s receipt of such noticeIndemnity Notice, the claim for indemnity will shall be conclusively presumed to have been assented to and approved, and in such case the indemnified party may control the defense of the matter or case and, at its sole discretion, settle or admit liability. (4) If within the aforesaid ten thirty (1030) day period the indemnified party will shall have received written objection to a claim an Indemnity Notice (which written objection will shall briefly describe the basis of the objection to the claim Indemnity Notice or the amount thereof, all in good faith), then for a period of thirty ten (3010) days after receipt of such objection the parties will shall attempt to settle the dispute as between the indemnified party and indemnifying parties. If they are unable to settle the dispute, the unresolved issue or issues will shall be settled by a court of competent jurisdiction located arbitration in Nashville, Tennessee. During accordance with the pendency of any such dispute, the indemnified party may control all aspects rules and procedures of the American Arbitration Association. (5) Notwithstanding the foregoing, in the case of defense of counsel as described in Sections 9.04(a)(2) or (a)(3), if: (i) the matter or case.third party Claim

Claims by Non-parties. The indemnified party will give written After receipt by an Indemnified Party of notice to of the indemnifying party, within such time as not to prejudice unduly the indemnifying party's ability to defend against the underlying claim, commencement of any written claim proceeding against it by a third party which is likely to give rise to a claim by Claims of An-Con Indemnitees or Claims of Stockholder Indemnitees, as the indemnified party against case may be, the indemnifying party based on Indemnified Party shall give prompt written notice ("Notice of Third Party Claim") to the indemnity agreements contained in this Article, Indemnifying Party stating with reasonable specificity the nature of said claim and such Claim, the amount thereofthereof and a brief description of the facts and circumstances relating thereto, to the extent known. The indemnified party will give notice Notice of Third Party Claim shall contain or be accompanied by all reasonably appropriate documentation relating to the indemnifying party that pursuant circumstances giving rise to the indemnityClaim, including, without limitation, a copy of all pleadings and other papers served, if any. The failure of an Indemnified Party to give such Notice of Third Party Claim to the indemnified party is asserting against Indemnifying Party or delay in giving such Notice of Third Party Claim, will not affect the indemnifying party a claim with respect validity or amount of the Claim and the indemnification obligations of the Indemnifying Party will remain in effect as to a potential loss from such Claim, unless such failure or delay prejudices the third party claimIndemnifying Party's defense of such Claim, and such notice in which case the Indemnifying Party will constitute be relieved of its indemnification obligations to the assertion of a claim for indemnity by the indemnified partyextent that it has been so prejudiced. If, If within ten thirty (1030) days after receiving such noticeNotice of Third Party Claim, the indemnifying party Indemnifying Party advises the indemnified party Indemnified Party that it will provide indemnification and assume the defense at its expense, then so long as such defense is being conducted, the indemnified party will Indemnified Party shall not settle or admit liability with respect to the claim without Claim and shall provide the consent of the indemnifying party and will afford to the indemnifying party Indemnifying Party and defending counsel reasonable assistance in defending against the claimClaim. If the indemnifying party Indemnifying Party assumes the a defense, counsel shall be selected by such Indemnifying Party, which counsel shall be reasonably acceptable to the indemnified party will be selected by such party Indemnified Party, and if the indemnified party Indemnified Party then retains its own counsel, it will shall do so at its own expense, and the Indemnifying Party shall have the right to settle the Claim with the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. If the indemnified party Indemnified Party does not receive a written objection to notice of assumption of the notice defense as hereinabove provided from the indemnifying party Indemnifying Party within ten thirty (1030) days after the indemnifying partyIndemnifying Party's receipt of such noticeNotice of Third Party Claim, the claim for indemnity Indemnifying Party will be conclusively presumed to have been assented to and approvedbound by any determination made in such proceeding or any compromise or settlement affected by the Indemnified Party, and in such case the indemnified party Indemnified Party thereafter may control the defense of the matter or case such proceeding and, at in its sole discretion, settle or admit liability. If within the aforesaid ten (10) day period the indemnified party will have received written objection to a claim (which written objection will briefly describe the basis of the objection to the claim or the amount thereof, all in good faith), then for a period of thirty (30) days after receipt of such objection the parties will attempt to settle the dispute as between the indemnified party and indemnifying parties. If they are unable to settle the dispute, the unresolved issue or issues will be settled by a court of competent jurisdiction located in Nashville, Tennessee. During the pendency of any such dispute, the indemnified party may control all aspects of the defense of the matter or case.

Claims by Non-parties. The indemnified party will shall give written notice within a reasonably prompt period of time to the indemnifying party, within such time as not to prejudice unduly the indemnifying party's ability to defend against the underlying claim, party of any written claim by a third party which is likely to give rise to a claim by the indemnified party against the indemnifying party based on the indemnity agreements contained in this Article, stating with reasonable specificity the nature of said claim and the amount thereof, to the extent known. The indemnified party will shall give notice to the indemnifying party that pursuant to the indemnity, the indemnified party is asserting against the indemnifying party a claim with respect to a potential loss from the third party claim, and such notice will shall constitute the assertion of a claim for indemnity by the indemnified party. If, within ten thirty (1030) days after receiving such notice, the indemnifying party advises the indemnified party that it will provide indemnification and assume the defense at its expense, then so long as such defense is being conducted, the indemnified party will shall not settle or admit liability with respect to the claim without the consent of the indemnifying party and will shall afford to the indemnifying party and defending counsel all reasonable assistance in defending against the claim, but the indemnified party shall remain entitled to notice and an opportunity to participate in any proceedings relating to the claim. If the indemnifying party assumes the defense, counsel reasonably acceptable to the indemnified party will shall be selected by such party and if the indemnified party then retains its own counsel, it will shall do so at its own expense. If the indemnified party does not receive a written objection to the notice from the indemnifying party within ten thirty (1030) days after the indemnifying party's receipt of such notice, the claim for indemnity will shall be conclusively presumed to have been assented to and approved, and in such case the indemnified party may control the defense of the matter or case and, at its sole discretion, settle or admit liability. If within the aforesaid ten thirty (1030) day period the indemnified party will shall have received written objection to a claim (which written objection will shall briefly describe the basis of the objection to the claim or the amount thereof, all in good faith), then for a period of thirty ten (3010) days after receipt of such objection the parties will shall attempt to settle the dispute as between the indemnified party and indemnifying parties. If they are unable to settle the dispute, the unresolved issue or issues will may be settled by a court of competent jurisdiction located resolved in Nashville, Tennessee. During conjunction with the pendency of any such dispute, underlying action that gave rise to the indemnified party may control all aspects of the defense of the matter or caseclaim for indemnification.

Claims by Non-parties. The indemnified party will give written notice to the indemnifying party, within such time as not to prejudice unduly the indemnifying party's ability to defend against the underlying claim, of any written claim by a third party which is likely to give rise to a claim by the indemnified party against the indemnifying party based on the indemnity agreements contained in this Article, stating with reasonable specificity the nature of said claim and the amount thereof, to the extent known. The indemnified party will give notice to the indemnifying party that pursuant to the indemnity, the indemnified party is asserting against the indemnifying party a claim with respect to a potential loss from the third party claim, and such notice will constitute the assertion of a claim for indemnity by the indemnified party. If, within ten (10) days after receiving such notice, the indemnifying party advises the indemnified party that it will provide indemnification and assume the defense at its expense, then so long as such defense is being conducted, the indemnified party will not settle or admit liability with respect to the claim without the consent of the indemnifying party and will afford to the indemnifying party and defending counsel reasonable assistance in defending against the claim. If the indemnifying party assumes the defense, counsel reasonably acceptable to the indemnified party will be selected by such party and if the indemnified party then retains its own counsel, it will do so at its own expense. If the indemnified party does not receive a written objection to the notice from the indemnifying party within ten (10) days after the indemnifying party's receipt of such notice, the claim for indemnity will be conclusively presumed to have been assented to and approved, and in such case the indemnified party may control the defense of the matter or case and, at its sole discretion, settle or admit liability. If within the aforesaid ten (10) day period the indemnified party will have received written objection to a claim (which written objection will briefly describe the basis of the objection to the claim or the amount thereof, all in good faith), then for a period of thirty (30) days after receipt of such objection the parties will attempt to settle the dispute as between the indemnified party and indemnifying parties. If they are unable to settle the dispute, the unresolved issue or issues will be settled by a court of competent jurisdiction located in NashvilleLas Vegas, TennesseeNevada. During the pendency of any such dispute, the indemnified party may control all aspects of the defense of the matter or case.

Claims by Non-parties. The indemnified party will give written notice to the indemnifying party, within such time as not to prejudice unduly the indemnifying party's ability to defend against the underlying claim, of any written claim by a third party which is likely to give rise to a claim by the indemnified party against the indemnifying party based on the indemnity agreements contained in this Article, stating with reasonable specificity the nature of said claim and the amount thereof, to the extent known. The indemnified party will give notice to the indemnifying party that pursuant to the indemnity, the indemnified party is asserting against the indemnifying party a claim with respect to a potential loss from the third party claim, and such notice will constitute the assertion of a claim for indemnity by the indemnified party. If, within ten twenty (1020) days after receiving such notice, the indemnifying party advises the indemnified party that it will provide indemnification and assume the defense at its expense, then so long as such defense is being conducted, the indemnified party will not settle or admit liability with respect to the claim without the consent of claim, will fully cooperate with the indemnifying party and will afford to the indemnifying party and defending counsel reasonable assistance in defending against the claim. If the indemnifying party assumes the defense, counsel reasonably acceptable to the indemnified party will be selected by such party and if the indemnified party then retains its own counsel, it will do so at its own expense. If the indemnified party does not receive a written objection to the notice from the indemnifying party within ten twenty (1020) days after the indemnifying party's receipt of such notice, the claim for indemnity will be conclusively presumed to have been assented to and approved, and in such case the indemnified party may control the defense of the matter or case and, at its sole discretion, settle or admit liability. If within the aforesaid ten twenty (1020) day period the indemnified party will have received written objection to a claim (which written objection will briefly describe the basis of the objection to the claim or the amount thereof, all in good faith), then for a period of thirty sixty (3060) days after receipt of such objection the parties will attempt to settle the dispute as between the indemnified party and indemnifying parties. If they are unable to settle the dispute, the unresolved issue or issues will be settled by a court of competent jurisdiction located in Nashville, Tennessee. During the pendency of any such dispute, the indemnified party may control all aspects of the defense of the matter or case.

Claims by Non-parties. The indemnified party will shall give written notice within a reasonably prompt period of time to the indemnifying party, within such time as not to prejudice unduly the indemnifying party's ability to defend against the underlying claim, party of any written claim by a third party which is likely to give rise to a claim by the indemnified party against the indemnifying party based on the indemnity agreements contained in this Article, stating with reasonable specificity the nature of said claim and the amount thereof, to the extent known. The indemnified party will shall give notice to the indemnifying party that pursuant to the indemnity, the indemnified party is asserting against the indemnifying party a claim with respect to a potential loss from the third party claim, and such notice will shall constitute the assertion of a claim for indemnity by the indemnified party. If, within ten thirty (1030) days after receiving such notice, the indemnifying party advises the indemnified party that it will provide indemnification and assume the defense at its expense, then so long as such defense is being conducted, the indemnified party will shall not settle or admit liability with respect to the claim without the consent of the indemnifying party and will shall afford to the indemnifying party and defending counsel reasonable assistance in defending against the claim. If the indemnifying party assumes the defense, counsel reasonably acceptable to the indemnified party will shall be selected by such party and if the indemnified party then retains its own counsel, it will shall do so at its own expense. If the indemnified party does not receive a written objection to the notice from the indemnifying party within ten thirty (1030) days after the indemnifying party's receipt of such notice, the claim for indemnity will shall be conclusively presumed to have been assented to and approved, and in such case the indemnified party may control the defense of the matter or case and, at its sole discretion, settle or admit liability. If within the aforesaid ten thirty (1030) day period the indemnified party will shall have received written objection to a claim (which written objection will shall briefly describe the basis of the objection to the claim or the amount thereof, all in good faith), then for a period of thirty ten (3010) days after receipt of such objection the parties will shall attempt to settle the dispute as between the indemnified party and indemnifying parties. If they are unable to settle the dispute, the unresolved issue or issues will be settled by a court of competent jurisdiction located in Nashville, Tennessee. During the pendency of any such dispute, the indemnified party may control all aspects of the defense of the matter or case.shall be

Claims by Non-parties. The indemnified party will shall give written notice within a reasonably prompt period of time to the indemnifying party, within such time as not to prejudice unduly the indemnifying party's ability to defend against the underlying claim, party of any written claim by a third party which is likely to give rise to a claim by the indemnified party against the indemnifying party based on the indemnity agreements contained in this Article, stating with reasonable specificity the nature and basis of said claim and the amount thereof, to the extent known. The indemnified party will shall give notice to the indemnifying party that pursuant to the indemnity, the indemnified party is asserting against the indemnifying party a claim with respect to a potential loss from the third party claim, and such notice will shall constitute the assertion of a claim for indemnity by the indemnified party. If, within ten thirty (1030) days after receiving such notice, the indemnifying party advises the indemnified party that it will provide indemnification and assume the defense at its expense, then so long as such defense is being conducted, the indemnified party will shall not settle or admit liability with respect to the claim without the consent of the indemnifying party and will shall afford to the indemnifying party and defending counsel all reasonable assistance in defending against the claim. If the indemnifying party assumes the defense, counsel reasonably acceptable to the indemnified party will shall be selected by such party and if the indemnified party then retains its own counsel, it will shall do so at its own expense. If the indemnified party does not receive a written objection to the notice from the indemnifying party within ten (10) 30 days after the indemnifying party's receipt of such notice, the claim for indemnity will shall be conclusively presumed to have been assented to and approved, and in such case the indemnified party may control the defense of the matter or case and, at its sole discretion, settle or admit liability. If within the aforesaid ten (10) 30 day period the indemnified party will shall have received written objection to a claim (which written objection will shall briefly describe the basis of the objection to the claim or the amount thereof, all in good faith), then for a period of thirty ten (3010) days after receipt of such objection the parties will shall attempt to settle the dispute as between the indemnified party and indemnifying parties. If they are unable to settle the disputedisputed claim, the unresolved issue or issues will shall be settled by a court of competent jurisdiction located arbitration in Nashville, Tennessee. During accordance with the pendency of any such dispute, the indemnified party may control all aspects rules and procedures of the defense of the matter or caseAmerican Arbitration Association.

Claims by Non-parties. The indemnified party will shall give written notice within a reasonably prompt period of time to the indemnifying party, within such time as not to prejudice unduly the indemnifying party's ability to defend against the underlying claim, party of any written claim by a third party which is likely to give rise to a claim by the indemnified party against the indemnifying party based on the indemnity agreements contained in this Article, stating with reasonable specificity the nature of said claim and the amount thereof, to the extent known. The indemnified party will shall give notice to the indemnifying party that pursuant to the indemnity, the indemnified party is asserting against the indemnifying party a claim with respect to a potential loss from the third party claim, and such notice will shall constitute the assertion of a claim for indemnity by the indemnified party. If, within ten thirty (1030) days after receiving such notice, the indemnifying party advises the indemnified party that it will provide indemnification and assume the defense at its expense, then so long as such defense is being conducted, the indemnified party will shall not settle or admit liability with respect to the claim without the consent of the indemnifying party and will shall afford to the indemnifying party and defending counsel reasonable assistance in defending against the claim. If the indemnifying party assumes the defense, counsel reasonably acceptable to the indemnified party will shall be selected by such party and if the indemnified party then retains its own counsel, it will shall do so at its own expense. If the indemnified party does not receive a written objection to the notice from the indemnifying party within ten thirty (1030) days after the indemnifying party's receipt of such notice, the claim for indemnity will shall be conclusively presumed to have been assented to and approved, and in such case the indemnified party may control the defense of the matter or case and, at its sole discretion, settle or admit liability. If within the aforesaid ten thirty (1030) day period the indemnified party will shall have received written objection to a claim (which written objection will shall briefly describe the basis of the objection to the claim or the amount thereof, all in good faith), then for a period of thirty ten (3010) days after receipt of such objection the parties will shall attempt to settle the dispute as between the indemnified party and indemnifying parties. If they are unable to settle the dispute, the unresolved issue or issues will shall be settled by a court of competent jurisdiction located arbitration in NashvilleLos Angeles, Tennessee. During California in accordance with the pendency of any such dispute, the indemnified party may control all aspects rules and procedures of the defense of the matter or caseAmerican Arbitration Association.