Common use of Conditions to Indemnification Clause in Contracts

Conditions to Indemnification. The obligations of the indemnifying Party under Sections 8.1 and 8.2 are conditioned upon the delivery of written notice to the indemnifying Party of any potential Liability promptly after the indemnified Party becomes aware of such potential Liability. The indemnifying Party shall have the right to assume the defense of any suit or claim related to the Liability if it has assumed responsibility for the suit or claim in writing; however, if in the reasonable judgment of the indemnified Party, such suit or claim involves an issue or matter which could have a materially adverse effect on the business operations or assets of the indemnified Party, the indemnified Party may waive its rights to indemnity under this Agreement and control the defense or settlement thereof, but in no event shall any such waiver be construed as a waiver of any indemnification rights such Party may have at law or in equity. If the indemnifying Party defends the suit or claim, the indemnified Party may participate in (but not control) the defense thereof at its sole cost and expense.

Conditions to Indemnification. The obligations of the indemnifying Party under Sections 8.1 paragraphs 11.l and 8.2 11.2 are conditioned upon the delivery of written notice to the indemnifying Party of any potential Liability promptly after the indemnified Party becomes aware of such potential Liability. The indemnifying Party shall have the right to assume the defense of any suit or claim related to the Liability if it has assumed responsibility for the suit or claim in writing; however, if in the reasonable judgment of the indemnified Party, such suit or claim involves an issue or matter which could have a materially adverse effect on the business operations or assets of the indemnified Party, the indemnified Party may waive its rights to indemnity under this Agreement and control the defense or settlement thereof, but in no event shall any such waiver be construed as a waiver of any indemnification rights such Party may have at law or in equity. If the indemnifying Party party defends the suit or claim, the indemnified Party may participate in (but not control) the defense thereof at its sole cost and expense.

Conditions to Indemnification. The obligations of the indemnifying Party under Sections 8.1 11.01 and 8.2 11.02 are conditioned upon the delivery of written notice to the indemnifying Party of any potential Liability promptly after the indemnified Party becomes aware of such potential Liability. The indemnifying Party shall have the right to assume the defense of any suit or claim related to the Liability if it has assumed responsibility for the suit or claim in writing; however, if in the reasonable judgment of the indemnified Party, such suit or claim involves an issue or matter which could have a materially adverse effect on the business operations or assets of the indemnified Party, the indemnified Party may waive its rights to indemnity under this Agreement and control the defense or settlement thereof, but in no event shall any such waiver be construed as a waiver of any indemnification rights such Party may have at law or in equity. If the indemnifying Party defends the suit or claim, the indemnified Party may participate in (but not control) the defense thereof at its sole cost and expense. Notwithstanding the foregoing, the Parties acknowledge and agree that failure of the indemnified Party to promptly notify the indemnifying Party of a potential Liability shall not constitute a waiver of, or result in the loss of, such Party’s right to indemnification under Section 11.01 or 11.02, as appropriate, except to the extent that the indemnifying Party’s rights, and/or its ability to defend against such Liability, are materially prejudiced by such failure to notify.

Conditions to Indemnification. The obligations Each Party agrees to promptly give the other Party notice of the indemnifying any claim for which indemnification may be sought. Failure of an indemnified Party under Sections 8.1 and 8.2 are conditioned upon the delivery to provide notice of written notice a claim to the indemnifying Party of any potential Liability promptly after shall affect the indemnified Party becomes aware Party's right to indemnification only to the extent that such failure has a material adverse effect on the indemnifying Party's ability to defend or the nature or the amount of such potential the Liability. The Subject to the provisions of Article IV, the indemnifying Party shall have the right to assume the defense of any suit or claim related to the Liability if it has assumed responsibility for the suit or claim in writing; provided, however, that if in the reasonable judgment of the indemnified Party, such suit or claim involves an issue or matter which could have a materially adverse effect on the business operations or assets of the indemnified Party, the indemnified Party may waive its rights to indemnity under this Agreement and control the defense or settlement thereof, but in no event shall any such waiver be construed as a waiver of any indemnification rights such Party may have at law or in equity. If the indemnifying Party defends the suit or claim, the indemnified Party may participate in (but not control) the defense thereof at its sole cost and expense.

Conditions to Indemnification. The obligations of the indemnifying Party under Sections 8.1 paragraphs 11.1 and 8.2 11.2 are conditioned upon the delivery of written notice to the indemnifying Party of any potential Liability promptly after the indemnified Party becomes aware of such potential Liability. The indemnifying Party shall have the right to assume the defense of any suit or claim related to the Liability if it has assumed responsibility for the suit or claim in writing; however, if in the reasonable judgment of the indemnified Party, such suit or claim involves an issue or matter which could have a materially adverse effect on the business operations or assets of the indemnified Party, the indemnified Party may waive its rights to indemnity under this Agreement and control the defense or settlement thereof, but in no event shall any such waiver be construed as a waiver of any indemnification rights such Party may have at law or in equity. If the indemnifying Party party defends the suit or claim, the indemnified Party may participate in (but not control) the defense thereof at its sole cost and expense.

Conditions to Indemnification. The obligations of the indemnifying Party party under Sections 8.1 13.1 and 8.2 13.2 are conditioned upon the delivery of written notice to the indemnifying Party party of any potential Liability promptly after the indemnified Party party becomes aware of such potential Liability. The indemnifying Party party shall have the right obligation to assume the defense of any suit or claim related to the Liability if for which it has assumed responsibility for the suit or claim in writingis obligated to indemnify hereunder; however, if in the reasonable judgment of the indemnified Party, such suit or claim involves an issue or matter which could have a materially adverse effect on the business operations or assets of the indemnified Partyparty, the indemnified Party party may waive its rights to indemnity defense under this Agreement and control the defense or settlement thereof, but in no event shall any such waiver be construed as a waiver of any indemnification rights such Party party may have under this Agreement, at law or in equity. If the indemnifying Party party defends the suit or claim, the indemnified Party party may participate in (but not control) the defense thereof at its sole cost and expense.

Conditions to Indemnification. The obligations Each Party agrees to promptly give the other Party notice of the indemnifying any claim for which indemnification may be sought. Failure of an indemnified Party under Sections 8.1 and 8.2 are conditioned upon the delivery to provide notice of written notice a claim to the indemnifying Party of any potential Liability promptly after shall only affect the indemnified Party becomes aware Party’s right to indemnification hereunder if and to the extent that such failure has a material adverse effect on the indemnifying Party’s ability to defend the claim and/or the nature or the amount of such potential Liabilitythe liabilities under the claim. The indemnifying Party shall have the right to assume the defense of any suit or claim related to for which it is indemnifying the Liability other Party if it has assumed responsibility for the suit or claim in writing; provided, however, that if in the reasonable judgment of the indemnified Party, such suit or claim involves an issue or matter which could have a materially adverse effect on the business operations or assets of the indemnified Party, the indemnified Party may waive its rights to indemnity under this Agreement and control the defense or settlement thereof, but in no event shall any such waiver be construed as a waiver of any other indemnification rights such Party may have at law or in equity. If the indemnifying Party defends the suit or claim, the indemnified Party may participate in (but not control) the defense thereof at its sole cost and expense.

Conditions to Indemnification. The obligations of the indemnifying Party party under Sections 8.1 7.1 and 8.2 7.2 are conditioned upon the delivery of written notice to the indemnifying Party party of any potential Liability promptly after the indemnified Party party becomes aware of such potential Liability. The indemnifying Party party shall have the right to assume the defense of any suit or claim related to the Liability if it has assumed responsibility for the suit or claim in writing; however, if in the reasonable judgment of the indemnified Partyparty, such suit or claim involves an issue or matter which could have a materially adverse effect on the business operations or assets of the indemnified Partyparty, the indemnified Party party may waive its rights to indemnity under this Agreement and control the defense or settlement thereof, but in no event shall any such waiver be construed as a waiver of any indemnification rights such Party party may have at law or in equity. If the indemnifying Party party defends the suit or claim, the indemnified Party party may participate in (but not control) the defense thereof at its sole cost and expense.

Conditions to Indemnification. The obligations of the indemnifying Party under Sections 8.1 10.1 and 8.2 10.2 are conditioned upon the delivery of written notice to the indemnifying Party of any potential Liability promptly after the indemnified Party becomes aware of such potential Liability. The indemnifying Party shall have the right to assume the defense of any suit or claim related to the Liability if it has assumed responsibility for the suit or claim in writing; however, *** CONFIDENTIAL TREATMENT REQUESTED if in the reasonable judgment of the indemnified Party, such suit or claim involves an issue or matter which could have a materially adverse effect on the business operations or assets of the indemnified Party, the indemnified Party may waive its rights to indemnity under this Agreement and control the defense or settlement thereof, but in no event shall any such waiver be construed as a waiver of any indemnification rights such Party may have at law or in equity. If the indemnifying Party defends the suit or claim, the indemnified Party may participate in (but not control) the defense thereof at its sole cost and expense.

Conditions to Indemnification. The obligations of indemnified Party shall give the indemnifying Party under Sections 8.1 and 8.2 are conditioned upon the delivery of prompt written notice of any claim or the institution of any suit against the indemnified Party for which it may seek indemnification under this Article 12. The failure to give such notice shall not relieve the indemnifying Party of from any potential Liability promptly after liability that it may have to the indemnified Party becomes aware of under this Article 12, except to the extent that the indemnifying Party’s ability to defend such potential Liabilityclaim or suit is materially prejudiced by such failure to give notice. The indemnifying Party shall have be entitled to participate in the right defense of such claim or suit and to assume the defense control of any suit or claim related to the Liability if it has assumed responsibility for the suit or claim in writingsuch defense; provided, however, if in the reasonable judgment of the indemnified Party, such suit or claim involves an issue or matter which could have a materially adverse effect on the business operations or assets of the indemnified Party, that the indemnified Party may waive elect to participate in, but not control, the defense of such claim or suit and to be represented by counsel, at its own expense, in connection therewith. The indemnifying Party shall not enter into any settlement agreement, which would materially adversely affect the rights to indemnity or obligations of the indemnified Party under this Agreement and control the defense or settlement thereof, but in no event shall any such waiver be construed as a waiver of any indemnification rights such Party may have at law or in equity. If the indemnifying Party defends the suit or claim, without the indemnified Party may participate in (but not control) the defense thereof at its sole cost and expenseParty’s prior written consent.

Conditions to Indemnification. The obligations of the indemnifying Party under Sections 8.1 8.5 and 8.2 8.6 are conditioned upon the delivery of written notice to the indemnifying Party of any potential Liability promptly after the indemnified Party becomes aware of such potential Liability. The indemnifying Party shall have the right to assume the defense of any suit or claim related relating to the Liability if it has assumed responsibility for the suit or claim in writing; however, if in the reasonable judgment of the indemnified Party, such suit or claim involves an issue or matter which could have a materially adverse effect on the business operations or assets of the indemnified Party, the indemnified Party may waive its rights to indemnity under this Agreement and control the defense or settlement thereof, but in no event shall any such waiver be construed as a waiver of any indemnification rights such Party may have at law or in equity. If the indemnifying Party defends the suit or claim, the indemnified Party may participate in (but not control) the defense thereof at its sole cost and expense.

Conditions to Indemnification. The obligations of the indemnifying Party under Sections 8.1 10.1 and 8.2 10.2 are conditioned upon the delivery of written notice to the indemnifying Party of any potential Liability promptly after the indemnified Party becomes aware of such potential Liability. The indemnifying Party shall have the right to assume the defense of any suit or claim related to the Liability if it has assumed responsibility for the suit or claim in writing; however, if in the reasonable judgment of the indemnified Party, such suit or claim involves an issue or matter which could have a materially adverse effect on the business operations or assets of the indemnified Party, the indemnified Party may waive its rights to indemnity under this Agreement and control the defense or settlement thereof, but in no event shall any such waiver be construed as a waiver of any indemnification rights such Party may have at law or in equity. If the indemnifying Party defends the suit or claim, the indemnified Party may participate in (but not control) the defense thereof at its sole cost and expense.

Conditions to Indemnification. The obligations of the indemnifying Party under Sections 8.1 12.2 and 8.2 12.3 are conditioned upon the delivery of written notice to the indemnifying Party of any potential Liability promptly after the indemnified Party becomes aware of such potential Liability. The indemnifying Party shall have the right to assume the defense of any suit or claim related to the Liability if it has assumed responsibility for the suit or claim in writing; however, if in the reasonable judgment of the indemnified Party, such suit or claim involves an issue or matter which could have a materially adverse effect on the business operations or assets of the indemnified Party, the indemnified Party may waive its rights to indemnity under this Agreement and control the defense or settlement thereof, but in no event shall any such waiver be construed as a waiver of any indemnification rights such Party may have at law or in equity. If the indemnifying Party defends the suit or claim, the indemnified Party may participate in (but not control) the defense thereof at its sole cost and expense.

Conditions to Indemnification. The obligations Each Party agrees to promptly give the other party notice of the indemnifying Party under Sections 8.1 and 8.2 are conditioned upon the delivery any claim for which indemnification may be sought. Failure of written an indemnified party to provide notice of a claim to the indemnifying Party of any potential Liability promptly after party shall only affect the indemnified Party becomes aware party’s right to indemnification hereunder if and to the extent that such failure has a material adverse effect on the indemnifying party’s ability to defend the claim and/or the nature or the amount of such potential Liabilitythe liabilities under the claim. The indemnifying Party party shall have the right to assume the defense of any suit or claim related to for which its is indemnifying the Liability other party if it has assumed responsibility for the suit or claim in writing; provided, however, that if in the reasonable judgment of the indemnified Partyparty, such suit or claim involves an issue or matter which could have a materially adverse effect on the business operations or assets of the indemnified Partyparty, the indemnified Party party may waive its rights to indemnity under this Agreement Addendum and control the defense or settlement thereof, but in no event shall any such waiver be construed as a waiver of any indemnification rights such Party may have at law or in equity. If the indemnifying Party defends the suit or claim, the indemnified Party may participate in (but not control) the defense thereof at its sole cost and expense.

Conditions to Indemnification. The obligations of the indemnifying Party under Sections 8.1 10.1 and 8.2 10.2 are conditioned upon the delivery of written notice to the indemnifying Party of any potential Liability promptly after the indemnified Party becomes aware of such potential Liability, PROVIDED, HOWEVER, that the failure to give such notice promptly shall not impair a Party's rights to indemnification under this Article 10 unless the delay in providing such notice has a material adverse effect on the ability of the indemnifying Party to defend against such Liability. The indemnifying Party shall have the right to assume the defense of any suit or claim related to the Liability if it has assumed responsibility for the suit or claim in writing; however, if in the reasonable judgment of the indemnified Party, such suit or claim involves an issue or matter which could have a materially adverse effect on the business operations or assets of the indemnified Party, the indemnified Party may waive its rights to indemnity under this Agreement and control the defense or settlement thereof, but in no event shall any such waiver be construed as a waiver of any indemnification rights such Party may have at law or in equity. If the indemnifying Party defends the suit or claim, the indemnified Party may participate in (but not control) the defense thereof at its sole cost and expense.

Conditions to Indemnification. The obligations of the indemnifying Party under Sections 8.1 10.1 and 8.2 10.2 are conditioned upon the delivery of written notice to the indemnifying Party of any potential Liability promptly after the indemnified Party becomes aware of such potential Liability. The indemnifying Party shall have the right to assume the defense of any suit or claim related to the Liability if it has assumed responsibility for the suit or claim in writing; however, if in the reasonable judgment of the indemnified Party, such suit or claim involves an issue or matter which could have a materially adverse effect on the business operations or assets of the indemnified Party, the indemnified Party may waive its rights to indemnity under this Agreement and retain control of the defense or settlement thereofthereof by providing written notice of such effect to the indemnifying Party, but in no event shall any such waiver action or notice be construed as a waiver of any indemnification rights such that the indemnified Party may have at law or in equity. If the indemnifying Party defends the suit or claim, the indemnified Party may participate in (but not control) the defense thereof at its sole cost and expense.and

Conditions to Indemnification. The obligations of the indemnifying ----------------------------- Party under Sections 8.1 11.1 and 8.2 11.2 are conditioned upon the delivery of written notice to the indemnifying Party of any potential Liability promptly after the indemnified Party becomes aware of such potential Liability. The indemnifying Party shall have the right to assume the defense of any suit or claim related to the Liability if it has assumed responsibility for the suit or claim in writing; however, if in the reasonable judgment of the indemnified Party, such suit or claim involves an issue or matter *** This portion has been omitted based on a request for confidential treatment pursuant to Rule 24b-2 of the Exchange Act. The omitted portion has been separately filed with the Commission. which could have a materially adverse effect on the business operations or assets of the indemnified Party, the indemnified Party may waive its rights to indemnity under this Agreement and control the defense or settlement thereof, but in no event shall any such waiver be construed as a waiver of any indemnification rights such Party may have at law or in equity. If the indemnifying Party defends the suit or claim, the indemnified Party may participate in (but not control) the defense thereof at its sole cost and expense.

Conditions to Indemnification. The obligations of the indemnifying Party under Sections 8.1 9.1 and 8.2 9.2 are conditioned upon the delivery of written notice to the indemnifying Party of any potential Liability promptly after the indemnified Party becomes aware of such potential Liability. The indemnifying Party shall have the right to assume the defense of any suit or claim related to the Liability if it has assumed responsibility for the suit or claim in writing; however, if in the reasonable judgment of the indemnified Party, such suit or claim involves an issue or matter which could have a materially adverse effect on the business operations or assets of the indemnified Party, the indemnified Party may waive its rights to indemnity under this Agreement and control the defense or settlement thereof, but in no event shall any such waiver be construed as a waiver of any indemnification rights such Party may have at law or in equity. If the indemnifying Party defends the suit or claim, the indemnified Party may participate in (but not control) the defense thereof at its sole cost and expense.

Conditions to Indemnification. The obligations of the indemnifying Party party under Sections 8.1 14.1 and 8.2 14.2 are conditioned upon the delivery of written notice to the indemnifying Party party of any potential Liability promptly after the indemnified Indemnified Party becomes aware receives written notice of such potential Liability. The indemnifying Party party shall have the right to assume the defense of any suit or claim related to the Liability if it has assumed responsibility for the suit or claim in writing; however, if in the reasonable judgment of the indemnified Party, Indemnified Party such suit or claim involves an issue or matter which could have a materially adverse effect on the business business, operations or assets of the indemnified Indemnified Party, the indemnified Indemnified Party may waive its rights to indemnity under this Agreement and control the defense or settlement thereof, but in no event shall any provided, that such waiver be construed as shall constitute a waiver of any indemnification rights such Indemnified Party may have assert at law or in equityequity against the indemnifying party. If the indemnifying Party party defends the suit or claim, the indemnified Indemnified Party may participate in (but not control) the defense thereof at its sole cost and expense.

Conditions to Indemnification. The obligations of the indemnifying Party under Sections 8.1 7.4 and 8.2 7.5 are conditioned upon the delivery of written notice to the indemnifying Party of any potential Liability promptly after the indemnified Party becomes aware of such potential Liability. The indemnifying Party shall have the right to assume the defense of any suit or claim related to the Liability if it has assumed responsibility for the suit or claim in writing; provided, however, if in the reasonable judgment of the indemnified Party, such suit or claim involves an issue or matter which could have a materially adverse effect on the business operations or assets of the indemnified Party, the indemnified Party may waive its rights to indemnity under this Agreement and control the defense or settlement thereof, but in no event shall any such waiver be construed as a waiver of any indemnification rights such Party may have at law or in equity. If the indemnifying Party defends the suit or claim, the indemnified Party may participate in (but not control) the defense thereof at its sole cost and expense. Any indemnification payable to an indemnified Party shall be net of taxes, insurance or payment received by the indemnified Party from any Third Party.

Conditions to Indemnification. The obligations of the indemnifying Party under Sections 8.1 12.2 and 8.2 12.3 are conditioned upon the delivery of written notice to the indemnifying Party of any potential Liability promptly after the indemnified Party becomes aware of such potential Liability; however, the failure to give prompt notice thereof shall be a defense only to the extent the indemnifying party is actually damaged thereby. The indemnifying Party shall have the right to assume the defense of any suit or claim related to the Liability if it has assumed responsibility for the suit or claim in writingLiability; however, if in the reasonable judgment of the indemnified Party, such suit or claim involves an issue or matter which could have a materially adverse effect on the business operations or assets of the indemnified Party, the indemnified Party may waive its rights to indemnity under this Agreement and control the defense or settlement thereof, but in no event shall any such waiver be construed as a waiver of any indemnification rights such Party may have at law or in equity. If the indemnifying Party defends the suit or claim, the indemnified Party may participate in (but not control) the defense thereof at its sole cost and expense.

Conditions to Indemnification. The obligations of the indemnifying Party ----------------------------- party under Sections 8.1 paragraphs 16.1 and 8.2 16.2 are conditioned upon the delivery of written notice to the indemnifying Party party of any potential Liability LIABILITY promptly after the indemnified Party party becomes aware of such potential LiabilityLIABILITY. The indemnifying Party party shall have the right to assume the defense of any suit or claim related to the Liability LIABILITY if it has assumed responsibility for the suit or claim in writing; however, if in the reasonable judgment of the indemnified Partyparty, such suit or claim involves an issue or matter which could have a materially adverse effect on the business business, operations or assets of the indemnified Partyparty, the indemnified Party party may waive its rights to indemnity under this Agreement AGREEMENT and control the defense or settlement thereof, but in no event shall any such waiver be construed as a waiver of any indemnification rights such Party indemnified party may have at law or in equity. If the indemnifying Party party defends the suit or claim, the indemnified Party party may participate in (but not control) the defense thereof at its sole cost and expense.

Conditions to Indemnification. The obligations Each party agrees to promptly give the other party notice of the indemnifying Party under Sections 8.1 and 8.2 are conditioned upon the delivery any claim for which indemnification might be sought. Failure of written an indemnified party to provide notice of a claim to the indemnifying Party of any potential Liability promptly after party shall affect the indemnified Party becomes aware party’s right to indemnification only to the extent that such failure has a material adverse effect on the indemnifying party’s ability to defend or the nature or the amount of such potential the Liability. The Subject to the provisions of Article IV, the indemnifying Party party shall have the right to assume the defense of any suit or claim related to the Liability if it has assumed responsibility for the suit or claim in writing; however, if in the reasonable judgment of the indemnified Partyparty, such suit or claim involves an issue or matter which could have a materially adverse effect on the business operations or assets of the indemnified Partyparty, the indemnified Party party may waive its rights to indemnity under this Agreement and control the defense or settlement thereof, but in no event shall any such waiver be construed as a waiver of any indemnification rights such Party party may have at law or in equity. If the indemnifying Party party defends the suit or claim, the indemnified Party party may participate in (but not control) the defense thereof at its sole cost and expense.

Conditions to Indemnification. The obligations of the indemnifying Party under Sections 8.1 9.1 and 8.2 9.2 are conditioned upon the delivery of written notice to the indemnifying Party of any potential Liability promptly after the indemnified Party party becomes aware of such potential Liability. The indemnifying Party party shall have the right to assume the defense of any suit or claim related to the Liability if it has assumed responsibility for the suit or claim in writing; however, if in the reasonable judgment of the indemnified Partyparty, such suit or claim involves an issue or matter which could have a materially adverse effect on the business operations or assets of the indemnified Partyparty, the indemnified Party party may waive its rights to indemnity under this Agreement and control the defense or settlement thereof, but in no event shall any such waiver be construed as a waiver of any indemnification rights such Party party may have at law or in equity. If the indemnifying Party party defends the suit or claim, the indemnified Party party may participate in (but not control) the defense thereof at its sole cost and expense.

Conditions to Indemnification. The obligations of the ----------------------------- indemnifying Party party under Sections 8.1 and 8.2 are conditioned upon the delivery of written notice to the indemnifying Party party of any potential Liability promptly after the indemnified Party party becomes aware of such potential Liability. The indemnifying Party party shall have the right to assume the defense of any suit or claim related to the Liability if it has assumed responsibility for the suit or claim in writing; however, if in the reasonable judgment of the indemnified Partyparty, such suit or claim involves an issue or matter which could have a materially adverse effect on the business operations or assets of the indemnified Partyparty, the indemnified Party party may waive its rights to indemnity under this Agreement and control the defense or settlement thereof, but in no event shall any such waiver be construed as a waiver of any indemnification rights such Party party may have at law or in equity. If the indemnifying Party party defends the suit or claim, the indemnified Party party may participate in (but not control) the defense thereof at its sole cost and expense.

Conditions to Indemnification. The obligations of the indemnifying Party party under Sections 8.1 14.1 and 8.2 14.2 are conditioned upon the delivery of written notice to the indemnifying Party party of any potential Liability promptly after the indemnified Party party becomes aware of such potential Liability; provided, however, that any delay on the part of a party to provide notice to the indemnifying party shall not relieve the indemnifying party of its obligation to indemnify unless the indemnifying party has been materially prejudiced by such delay. The indemnifying Party party shall have the right to assume the defense of any suit or claim related to the Liability if it has assumed responsibility for the suit or claim in writing; however, if in the reasonable judgment of the indemnified Partyparty, such suit or claim involves an issue or matter which could have a materially adverse effect on the business operations or assets of the indemnified Partyparty, the indemnified Party party may waive its rights to indemnity under this Agreement and control the defense or settlement thereof, but in no event shall any such waiver be construed as a waiver of any indemnification rights such Party party may have at law or in equity. If the indemnifying Party party defends the suit or claim, the indemnified Party party may participate in (but not control) the defense thereof at its sole cost and expense.

Conditions to Indemnification. The obligations of the indemnifying Party party under Sections 8.1 7.1 and 8.2 7.2 are conditioned upon the delivery of written notice to the indemnifying Party party of any potential Liability promptly after the indemnified Party party becomes aware of such potential Liability, provided, however, that the failure to give such notice promptly shall not impair a party's rights to indemnification under this Article VII unless the delay in providing such notice has a material adverse effect on the ability of the indemnifying party to defend against such Liability. The indemnifying Party party shall have the right to assume the defense of any suit or claim related to the Liability if it has assumed responsibility for the suit or claim in writing; however, if in the reasonable judgment of the indemnified Partyparty, such suit or claim involves an issue or matter which could have a materially adverse effect on the business operations or assets of the indemnified Partyparty, the indemnified Party party may waive its rights to indemnity under this Agreement and control the defense or settlement thereof, but in no event shall any such waiver be construed as a waiver of any indemnification rights such Party party may have at law or in equity. If the indemnifying Party party defends the suit or claim, the indemnified Party party may participate in (but not control) the defense thereof at its sole cost and expense.

Conditions to Indemnification. The obligations Each Party agrees to promptly give the other Party notice of the indemnifying any claim for which indemnification may be sought. Failure of an indemnified Party under Sections 8.1 and 8.2 are conditioned upon the delivery to provide notice of written notice a claim to the indemnifying Party of any potential Liability promptly after shall only affect the indemnified Party’s right to indemnification hereunder if and to the extent that such failure has a material adverse effect on the indemnifying Party’s ability to defend the claim and/or the nature or the amount of the liabilities under the claim. Only a Party becomes aware of such potential Liabilitymay bring an indemnification claim. The indemnifying Party shall have the right to assume the defense of any suit or claim related to for which it is indemnifying the Liability other Party if it has assumed responsibility for the suit or claim in writing; provided, however, that if in the reasonable judgment of the indemnified Party, such suit or claim involves an issue or matter which could have a materially adverse effect on the business operations or assets of the indemnified Party, the indemnified Party may waive its rights to indemnity under this Agreement and control the defense or settlement thereof, but in no event shall any such waiver be construed as a waiver of any indemnification rights such Party may have at law or in equity. If the indemnifying Party defends the suit or claim, the indemnified Party may participate in (but not control) the defense thereof at its sole cost and expense.

Conditions to Indemnification. The obligations of the indemnifying Party party under Sections 8.1 7.1 and 8.2 7.2 are conditioned upon the delivery of written notice to the indemnifying Party party of any potential Liability promptly after the indemnified Party party becomes aware of such potential Liability, provided, however, that the failure to give such notice promptly shall not impair a party's rights to indemnification under this Article VII unless the delay in providing such notice has a material adverse effect on the ability of the indemnifying party to defend against such Liability. The indemnifying Party party shall have the right to assume the defense of any suit or claim related to the Liability if it has assumed responsibility for the suit or claim in writing; however, if in the reasonable judgment of the indemnified Partyparty, such suit or claim involves an issue or matter which could have a materially adverse effect on the business operations or assets of the indemnified Partyparty, the indemnified Party party may waive its rights to indemnity under this Agreement and control the defense or settlement thereof, but in no event shall any such waiver be construed as a waiver of any indemnification rights such Party party may have against any Third Party at law or in equity. If the indemnifying Party party defends the suit or claim, the indemnified Party party may participate in (but not control) the defense thereof at its sole cost and expense.

Conditions to Indemnification. The obligations of the ----------------------------- indemnifying Party under Sections 8.1 11.1 and 8.2 11.2 are conditioned upon the delivery of written notice to the indemnifying Party of any potential Liability promptly after the indemnified Party becomes aware of such potential Liability. The indemnifying Party shall have the right to assume the defense of any suit or claim related to the Liability if it has assumed responsibility for the suit or claim in writing; however, if in the reasonable judgment of the indemnified Party, such suit or claim involves an issue or matter which could have a materially adverse effect on the business operations or assets of the indemnified Party, the indemnified Party may waive its rights to indemnity under this Agreement and control the defense or settlement thereof, but in no event shall any such waiver be construed as a waiver of any indemnification rights such Party may have at law or in equity. If the indemnifying Party defends the suit or claim, the indemnified Party may participate in (but not control) the defense thereof at its sole cost and expense.