Common use of Conduct of Claim Clause in Contracts

Conduct of Claim. If any claim of the kind described in Section 6.5(a) above is made by a third party against an Indemnified Party, the Indemnitor shall have the right, at its option and expense, to be represented by the counsel of its choice and to participate in, or take control of, the defense, negotiation and/or settlement of any proceeding, claim or demand that relates to any amounts indemnifiable or potentially indemnifiable under this Article 6; provided, that the Indemnified Party may participate in, and take control of, any such proceeding with counsel of its choice, at the expense of the Indemnitor, if (i) the Indemnitor does not pursue with reasonable diligence such defense, negotiation or settlement, or (ii) in the reasonable opinion of such Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability upon such Indemnified Party or a conflict of interest between such Indemnified Party and the Indemnitor; provided, further, that the Indemnitor may take control of such defense, negotiation and/or settlement only if (x) such claim seeks only money damages in an amount no greater than, taken together with all other claims made in good faith against such Indemnitor by an Indemnified Party and all other Company Group Indemnified Members associated with such Indemnified Party, the Indemnity Maximum Amount for such Indemnified Party, and (y) the Indemnitor accepts liability to the Indemnified Party for such claim. The Indemnified Party shall have a right to notice of any settlement, and the Indemnitor shall not execute or otherwise agree to any consent decree that (1) provides for other than monetary payment without the Indemnified Party’s prior written consent, which consent shall not be unreasonably withheld, or (2) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff to each Indemnified Party that is or may be subject to the third-party claim, without the Indemnified Party’s prior written consent. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any claim made by a third party; provided that in such event it shall waive any right to indemnity therefor from the Indemnitor unless the Indemnitor has not pursued with reasonable diligence the defense, negotiation or settlement of such claim. If the Indemnitor elects not to defend or settle such proceeding, claim or demand or is prohibited from doing so because such claim seeks damages other than only money damages or damages in an amount greater than, taken together with all other claims made in good faith against such Indemnitor by an Indemnified Party and all other Company Group Indemnified Members associated with such Indemnified Party, the Indemnity Maximum Amount for such Indemnified Party, and the Indemnified Party defends, settles or otherwise deals with any such proceeding, claim or demand directly, the Indemnified Party shall provide fifteen (15) days advance written notice of any settlement to the Indemnitor and shall act reasonably and in accordance with the Indemnified Party’s good faith business judgment. The Indemnitor and the Indemnified Party shall cooperate fully with each other in connection with the defense, negotiation or settlement of any legal proceeding, claim or demand described in this Section 6.5, including keeping each other fully informed regarding material developments relating to the claim.

Conduct of Claim. If any claim Tenant shall assume the defense of the kind described in Section 6.5(a) above is made by a third party against an Indemnified Party, the Indemnitor shall have the right, at its option and expense, to be represented by the counsel of its choice and to participate in, or take control of, the defense, negotiation and/or settlement of any proceeding, claim or demand that relates to any amounts indemnifiable or potentially indemnifiable under this Article 6proceeding with counsel designated by Tenant; provided, that the Indemnified Party may participate in, and take control of, any such proceeding with counsel of its choice, at the expense of the Indemnitor, if (i) the Indemnitor does not pursue with reasonable diligence such defense, negotiation or settlement, or (ii) in the reasonable opinion of such Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability upon such Indemnified Party or a conflict of interest between such Indemnified Party and the Indemnitor; provided, furtherhowever, that the Indemnitor may take control of such defense, negotiation and/or settlement only if (x) such claim seeks only money damages in an amount no greater than, taken together with all other claims made in good faith against such Indemnitor by an Indemnified Party and all other Company Group Indemnified Members associated with such Indemnified Party, the Indemnity Maximum Amount for such Indemnified Party, and (y) the Indemnitor accepts liability to the Indemnified Party for such claim. The Indemnified Party shall have a right to notice of any settlement, and the Indemnitor shall not execute or otherwise agree to any consent decree that (1) provides for other than monetary payment without the Indemnified Party’s prior written consent, which consent shall not be unreasonably withheld, or (2) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff to each Indemnified Party that is or may be subject to the third-party claim, without the Indemnified Party’s prior written consent. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle participate fully in any claim made by a third party; provided that in such event it shall waive any right or proceeding and to indemnity therefor from retain its own counsel, but the Indemnitor unless the Indemnitor has not pursued with reasonable diligence the defense, negotiation or settlement fees and expenses of such claim. If counsel will be at its own expense unless (i) Tenant shall have agreed to the Indemnitor elects not to defend or settle retention of such proceeding, claim or demand or is prohibited from doing so because such claim seeks damages other than only money damages or damages in an amount greater than, taken together with all other claims made in good faith against such Indemnitor by an Indemnified Party and all other Company Group Indemnified Members associated with such Indemnified Party, the Indemnity Maximum Amount counsel for such Indemnified Party, both Tenant and the Indemnified Party defends, settles or otherwise deals with (ii) the named parties to any action or proceeding include the Tenant and the Indemnified Party and representation of both such parties has been determined in the reasonable and good faith judgment of either party to be inappropriate under applicable standards of professional conduct due to actual or potential conflicting interests between them. In the event the Tenant is defending or prosecuting any claim or proceeding, (a) the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge such claim or demand directlyproceeding without Tenant’s prior written consent, and (b) the Indemnified Party will agree to any settlement, compromise or discharge of the suit, action or proceeding which the Tenant may recommend and which by its terms obligates Tenant to pay the full amount of liability in connection with such claim or proceeding; provided, however, that without the Indemnified Party’s consent, which consent may not be unreasonably withheld or delayed, Tenant may only consent to the entry of any judgment or enter into any settlement that does not provide for injunctive or other non-monetary relief affecting the Indemnified Party. If Tenant fails to assume the defense of a claim, the indemnification of which is required under this Lease, the Indemnified Party may, at the expense of Tenant, contest, settle, or pay such claim. Except as otherwise expressly set forth herein, Tenant shall provide fifteen (15) days advance not compromise or settle a claim hereunder without the prior written notice consent of any settlement to the Indemnitor and shall act reasonably and in accordance with the Indemnified Party’s good faith business judgment. The Indemnitor and the Indemnified Party shall cooperate fully with each other in connection with the defense, negotiation or settlement of any legal proceeding, claim or demand described in this Section 6.5, including keeping each other fully informed regarding material developments relating to the claim.

Conduct of Claim. If any claim of the kind described in Section 6.5(a) above is made by a third party against an Indemnified Party, the Indemnitor The Indemnifying Party shall have the right, at its option and expense, right to be represented by assume the counsel defense of its choice and to participate in, the Claim or take control of, the defense, negotiation and/or settlement of any proceeding, claim or demand that relates to any amounts indemnifiable or potentially indemnifiable under this Article 6; provided, that the Indemnified Party may participate in, and take control of, any such proceeding with counsel of its choice, at designated by the expense of the Indemnitor, if (i) the Indemnitor does not pursue with reasonable diligence such defense, negotiation or settlement, or (ii) in the reasonable opinion of such Indemnified Indemnifying Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability upon such Indemnified Party or a conflict of interest between such Indemnified Party and the Indemnitor; provided, further, that the Indemnitor may take control of such defense, negotiation and/or settlement only if (x) such claim seeks only money damages in an amount no greater than, taken together with all other claims made in good faith against such Indemnitor by an Indemnified Party and all other Company Group Indemnified Members associated with such Indemnified Party, the Indemnity Maximum Amount for such Indemnified Party, and (y) the Indemnitor accepts liability reasonably acceptable to the Indemnified Party for such claim. The Indemnified Party shall have a right to notice of any settlementParty; provided however, and the Indemnitor shall not execute or otherwise agree to any consent decree that (1) provides for other than monetary payment without the Indemnified Party’s prior written consent, which consent shall not be unreasonably withheld, or (2) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff to each Indemnified Party that is or may be subject to the third-party claim, without the Indemnified Party’s prior written consent. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay participate fully in any Claim or settle any claim made by a third party; provided that in such event it shall waive any right proceeding and to indemnity therefor from retain its own counsel, but the Indemnitor unless the Indemnitor has not pursued with reasonable diligence the defense, negotiation or settlement fees and expenses of such claim. If counsel will be at its own expense unless (i) the Indemnitor elects not Indemnifying Party shall have agreed to defend or settle the retention of such proceeding, claim or demand or is prohibited from doing so because such claim seeks damages other than only money damages or damages in an amount greater than, taken together with all other claims made in good faith against such Indemnitor by an Indemnified counsel for both the Indemnifying Party and all other Company Group Indemnified Members associated with such Indemnified Party, the Indemnity Maximum Amount for such Indemnified Party, and the Indemnified Party defends, settles or otherwise deals with (ii) the named parties to any action or proceeding include the Indemnifying Party and the Indemnified Party and representation of both such parties has been determined in the reasonable and good faith judgment of either party to be inappropriate under applicable standards of professional conduct due to actual or potential conflicting interests between them. In the event the Indemnifying Party is defending or prosecuting any Claim or proceeding, claim (a) the Indemnified Party shall not admit any liability with respect to, or demand directlysettle, compromise or discharge such Claim or proceeding without the Indemnifying Party's prior written consent, and (b) the Indemnified Party will agree to any settlement, compromise or discharge of the suit, action or proceeding which the Indemnifying Party may recommend and which by its terms obligates Lessee to pay the full amount of liability in connection with such Claim or proceeding; provided, however, that without the Indemnified Party's consent, which consent may not be unreasonably withheld or delayed, the Indemnifying Party may only consent to the entry of any judgment or enter into any settlement that does not provide for injunctive or other non-monetary relief affecting the Indemnified Party. If the Indemnifying Party fails to assume the defense of a Claim, the indemnification of which is required under this Lease, the Indemnified Party may, at the expense of the Indemnifying Party, contest, settle, or pay such Claim. Except as otherwise expressly set forth herein, the Indemnifying Party shall provide fifteen (15) days advance not compromise or settle a Claim hereunder without the prior written notice consent of any settlement to the Indemnitor and shall act reasonably and in accordance with the Indemnified Party’s good faith business judgment. The Indemnitor and the Indemnified Party shall cooperate fully with each other in connection with the defense, negotiation or settlement of any legal proceeding, claim or demand described in this Section 6.5, including keeping each other fully informed regarding material developments relating to the claim.

Conduct of Claim. If any claim of the kind described in Section 6.5(a) above is made by a third party against an Indemnified Party, the The Indemnitor shall have the right, at its option and at its own expense, to be represented by the counsel of its choice and to participate in, or take control of, the defense, negotiation and/or settlement of any proceeding, claim or demand that relates to any amounts indemnifiable or potentially indemnifiable under this Article 6VI; provided, that the Indemnified Party may participate in, and take control of, in any such proceeding with counsel of its choice, at the expense of the Indemnitor, choice if (i) the Indemnitor chooses counsel not reasonably acceptable to Indemnified Party, (ii) the Indemnitor does not pursue with reasonable diligence such defense, negotiation or settlement, settlement or (iiiii) in the reasonable opinion of such Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability upon such Indemnified Party or a conflict of interest between such Indemnified Party and the Indemnitor; providedprovided further that, furtherin the case of clause (i), that the Indemnitor may take control of such defense, negotiation and/or settlement only if (x) such claim seeks only money damages in an amount no greater than, taken together with all other claims made in good faith against such Indemnitor by an Indemnified Party and all other Company Group Indemnified Members associated with participation shall be at such Indemnified Party’s own expense and, in the Indemnity Maximum Amount for such Indemnified Party, case of clauses (ii) and (y) iii), such participation shall be at the Indemnitor accepts liability to the Indemnified Party for such claimIndemnitor’s expense. The Indemnified Party shall have a right to notice of any settlement, and the Indemnitor shall not execute or otherwise agree to any consent decree that (1x) provides for other than monetary payment without the Indemnified Party’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned or (2y) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff to each Indemnified Party that is or may be subject to the third-third party claim, without the Indemnified Party’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim made by a third partyat such Indemnified Party’s own expense; provided provided, that in such event it shall waive any right to indemnity therefor from by the Indemnitor unless the Indemnitor has not pursued with reasonable diligence the defense, negotiation or settlement of such claimIndemnitor. If the Indemnitor elects not to defend or settle such proceeding, claim or demand or is prohibited from doing so because such claim seeks damages other than only money damages or damages in an amount greater than, taken together with all other claims made in good faith against such Indemnitor by an Indemnified Party and all other Company Group Indemnified Members associated with such Indemnified Party, the Indemnity Maximum Amount for such Indemnified Party, and the Indemnified Party defends, settles or otherwise deals with any such proceeding, claim or demand directly, the Indemnified Party shall provide fifteen (15) days Days advance written notice of any property settlement to the Indemnitor and shall act reasonably and in accordance with the Indemnified Party’s good faith business judgment. The Indemnitor and the Indemnified Party shall cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand described in this Section 6.5, including keeping each other fully informed regarding material developments relating to the claimdemand.

Conduct of Claim. If any claim of the kind described in Section 6.5(a) above is made by a third party against an Indemnified Party, the Indemnitor The Indemnifying Party shall have the right, at its option and at its own expense, to be represented by the counsel of its choice and to participate in, or take control of, the defense, negotiation and/or settlement of any proceeding, claim or demand that relates to any amounts indemnifiable or potentially indemnifiable under this Article 6ARTICLE 4; provided, that the Indemnified Party Person may participate in, and take control of, any such proceeding with counsel of its choice, at the expense of the Indemnitor, if (i) the Indemnitor Indemnifying Party chooses counsel not reasonably acceptable to such Indemnified Person, (ii) the Indemnifying Party does not pursue with reasonable diligence such defense, negotiation or settlement, or (iiiii) in the reasonable opinion of such Indemnified Party Person and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability upon such Indemnified Party Person or a conflict of interest between such Indemnified Party Person and the Indemnitor; provided, further, that the Indemnitor may take control of such defense, negotiation and/or settlement only if (x) such claim seeks only money damages in an amount no greater than, taken together with all other claims made in good faith against such Indemnitor by an Indemnified Party and all other Company Group Indemnified Members associated with such Indemnified Indemnifying Party, the Indemnity Maximum Amount for such Indemnified Party, and (y) the Indemnitor accepts liability to the Indemnified Party for such claim. The Indemnified Party Person shall have a right to notice of any settlement, and the Indemnitor Indemnifying Party shall not execute or otherwise agree to any consent decree that (1A) provides for other than monetary payment without the Indemnified PartyPerson’s prior written consent, which consent shall not be unreasonably withheld, withheld or (2B) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff to each Indemnified Party Person that is or may be subject to the third-party claim, without the Indemnified PartyPerson’s prior written consent, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, the Indemnified Party Person shall have the right to pay or settle any claim made by a third partysuch claim; provided that in such event it shall waive any right to indemnity therefor from by the Indemnitor unless the Indemnitor has not pursued with reasonable diligence the defense, negotiation or settlement of such claimIndemnifying Party. If the Indemnitor Indemnifying Party elects not to defend or settle such proceeding, claim or demand or is prohibited from doing so because such claim seeks damages other than only money damages or damages in an amount greater than, taken together with all other claims made in good faith against such Indemnitor by an Indemnified Party and all other Company Group Indemnified Members associated with such Indemnified Party, the Indemnity Maximum Amount for such Indemnified Party, and the Indemnified Party Person defends, settles or otherwise deals with any such proceeding, claim or demand directly, the Indemnified Party Person shall provide fifteen (15) days days’ advance written notice of any settlement to the Indemnitor Indemnifying Party and shall act reasonably and in accordance with the Indemnified PartyPerson’s good faith business judgment. The Indemnitor Indemnifying Party and the Indemnified Party Person shall cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand described in this Section 6.5, including keeping each other fully informed regarding material developments relating to the claimdemand.

Conduct of Claim. If any claim of the kind described in Section 6.5(a(i) above is made by a third party against an Indemnified Party, the Except with respect to Taxes: (A) The Indemnitor shall have the right, at its option and at its own expense, to be represented by the counsel of its choice and to participate in, or take control of, the defense, negotiation and/or settlement of any proceeding, claim or demand that relates to any amounts indemnifiable or potentially indemnifiable under this Article 6; X, provided, that the Indemnified Party may participate in, and take control of, in any such proceeding with counsel of its choice, choice (which shall be at the expense of the Indemnitor, if (i) the Indemnitor does not pursue with reasonable diligence such defense, negotiation or settlement, or (ii) in the reasonable opinion of such Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability upon such Indemnified Party or a conflict of interest between such Indemnified Party and the Indemnitor; provided, further, that the Indemnitor may take control of such defense, negotiation and/or settlement only if (x) such claim seeks only money damages in an amount no greater than, taken together with all other claims made in good faith against such Indemnitor by an Indemnified Party and all other Company Group Indemnified Members associated with such Indemnified Party, the Indemnity Maximum Amount for such Indemnified Party, and (y) the Indemnitor accepts liability to the Indemnified Party for such claimown expense). The Indemnified Party shall have a right to notice of any settlement, and the Indemnitor shall not compromise or settle any claim, nor execute or otherwise agree to any consent decree decree, that (1I) provides for other than monetary payment without the Indemnified Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed or (2II) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff to each Indemnified Party that is or may be subject to the third-party claim, without the Indemnified Party’s prior written consent. Notwithstanding the foregoing, the Indemnified Party which consent shall have the right to pay not be unreasonably withheld, conditioned or settle any claim made by a third party; provided that in such event it shall waive any right to indemnity therefor from the Indemnitor unless the Indemnitor has not pursued with reasonable diligence the defense, negotiation or settlement of such claim. delayed. (B) If the Indemnitor elects not to defend or settle such proceeding, claim or demand or is prohibited from doing so because such claim seeks damages other than only money damages or damages in an amount greater than, taken together with all other claims made in good faith against such Indemnitor by an Indemnified Party and all other Company Group Indemnified Members associated with such Indemnified Party, the Indemnity Maximum Amount for such Indemnified Party, and the Indemnified Party defends, settles or otherwise deals with any such proceeding, claim or demand directlydemand, the Indemnified Party shall provide fifteen (15) days advance written notice of any proposed settlement or compromise to the Indemnitor and shall act reasonably and in accordance with the Indemnified Party’s good faith business judgment. Without the consent of the Indemnitor (not to be unreasonably withheld, conditioned or delayed), no Indemnified Party shall settle or compromise any claim for which it asserts a right to indemnification, nor execute or agree to any consent decree with respect to any such claim, unless (I) the terms of such settlement are substantially the same as the proposed settlement or compromise delivered in the written notice to the Indemnitor or (II) such settlement (x) provides only for the payment of money and does not include any admission of guilt or culpability and (y) includes a full release from all liability with respect to such claim by each claimant or plaintiff to each Indemnitor that is or may be subject to the third-party claim. (C) The Indemnitor and the Indemnified Party shall cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand described demand. (ii) Notwithstanding anything to the contrary in this Section 6.5Agreement, DPL and AES shall each have the right, at its option and at its own expense, to be represented by counsel of its choice and to participate in, or take control of, the defense, negotiation or settlement of any proceeding, claim or demand that relates to Taxes of Seller or any of its Affiliates (including keeping each other fully informed regarding material developments relating to the claimNewco II Inc. and DP&L).

Conduct of Claim. If any claim The Indemnified Party shall be entitled, at the sole expense and liability of the kind described in Section 6.5(a) above is made Indemnifying Party, to exercise full control of the defense, compromise or settlement of any such Indemnity Claim, action or proceeding unless the Indemnifying Party, within a reasonable time after the giving of such notice by a third party against an the Indemnified Party, shall notify the Indemnitor shall have the right, at its option and expense, Indemnified Party in writing of such Indemnifying Party’s intention to be represented by the counsel of its choice and to participate in, or take control of, assume the defense, negotiation and/or compromise or settlement of any proceedingsuch Indemnity Claim, claim action or demand that relates proceeding in accordance herewith. After notice from the Indemnifying Party to any amounts indemnifiable or potentially indemnifiable under this Article 6; provided, that the Indemnified Party may participate in, and take control of, any such proceeding with counsel of its choice, at the expense of the Indemnitor, if (i) the Indemnitor does not pursue with reasonable diligence such defense, negotiation or settlement, or (ii) in the reasonable opinion of such Indemnified Party and of its counselelection so to assume the defense thereof, such action, suit or proceeding involves the potential imposition of criminal liability upon Indemnifying Party shall not be liable to such Indemnified Party for any legal or a conflict other expenses, except as provided below and except for the reasonable costs of interest between investigation subsequently incurred by such Indemnified Party and in connection with the Indemnitor; provided, further, that the Indemnitor may take control of such defense, negotiation and/or settlement only if (x) such claim seeks only money damages in an amount no greater than, taken together with all other claims made in good faith against such Indemnitor by an Indemnified Party and all other Company Group Indemnified Members associated with such Indemnified Party, the Indemnity Maximum Amount for such Indemnified Party, and (y) the Indemnitor accepts liability to the Indemnified Party for such claimdefense thereof. The Indemnified Party shall have a the right to notice employ its counsel in any such action, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such action (in which case the Indemnifying Party shall not have the right to direct the defense of such Indemnity Claim, action or proceeding on behalf of the Indemnified Party) in which case the fees and expenses of such separate counsel (but not more than one separate firm for all Indemnified Parties as to any single action or proceeding in any one jurisdiction) shall be borne by the Indemnifying Party. The Indemnifying Party shall not settle or compromise any such Indemnity Claim, action or proceeding in which any relief other than the payment of money damages is sought against any Indemnified Party unless the Indemnified Party consents in writing to such compromise or settlement, which consent shall not be unreasonably withheld or delayed, and the Indemnitor Indemnifying Party shall not execute be obligated to indemnify an Indemnified Party hereunder for any settlement entered into or otherwise agree judgment consented to any consent decree that (1) provides for other than monetary payment without the Indemnified Indemnifying Party’s prior written consent, which consent shall not be unreasonably withheld, withheld or (2) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff to each Indemnified Party that is or may be subject to the third-party claim, without the Indemnified Party’s prior written consent. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any claim made by a third party; provided that in such event it shall waive any right to indemnity therefor from the Indemnitor unless the Indemnitor has not pursued with reasonable diligence the defense, negotiation or settlement of such claim. If the Indemnitor elects not to defend or settle such proceeding, claim or demand or is prohibited from doing so because such claim seeks damages other than only money damages or damages in an amount greater than, taken together with all other claims made in good faith against such Indemnitor by an Indemnified Party and all other Company Group Indemnified Members associated with such Indemnified Party, the Indemnity Maximum Amount for such Indemnified Party, and the Indemnified Party defends, settles or otherwise deals with any such proceeding, claim or demand directly, the Indemnified Party shall provide fifteen (15) days advance written notice of any settlement to the Indemnitor and shall act reasonably and in accordance with the Indemnified Party’s good faith business judgment. The Indemnitor and the Indemnified Party shall cooperate fully with each other in connection with the defense, negotiation or settlement of any legal proceeding, claim or demand described in this Section 6.5, including keeping each other fully informed regarding material developments relating to the claimdelayed.

Conduct of Claim. If any claim of the kind described in Section 6.5(a) above is made by a third party against an Indemnified Party, the The Indemnitor shall have the right, at its option and at its own expense, to be represented by the counsel of its choice and to participate in, or take control of, the defense, negotiation and/or settlement of any proceeding, claim or demand that relates to any amounts indemnifiable or potentially indemnifiable under this Article 6VI; provided, that the Indemnified Party may participate in, and take control of, in any such proceeding with counsel of its choice, at the expense of the Indemnitor, choice if (i) the Indemnitor chooses counsel not reasonably acceptable to Indemnified Party, (ii) the Indemnitor does not pursue with reasonable diligence such defense, negotiation or settlement, settlement or (iiiii) in the reasonable opinion of such Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability upon such Indemnified Party or a conflict of interest between such Indemnified Party and the Indemnitor; providedprovided further that, furtherin the case of clause (i), that the Indemnitor may take control of such defense, negotiation and/or settlement only if (x) such claim seeks only money damages in an amount no greater than, taken together with all other claims made in good faith against such Indemnitor by an Indemnified Party and all other Company Group Indemnified Members associated with participation shall be at such Indemnified Party’s own expense and, in the Indemnity Maximum Amount for such Indemnified Party, case of clauses (ii) and (y) iii), such participation shall be at the Indemnitor accepts liability to the Indemnified Party for such claimIndemnitor’s expense. The Indemnified Party shall have a right to notice of any settlement, and the Indemnitor shall not execute or otherwise agree to any consent decree that (1x) provides for other than monetary payment without the Indemnified Party’s prior written consent, which consent shall not be unreasonably withheld, delayed or conditioned or (2y) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff to each Indemnified Party that is or may be subject to the third-third party claim, without the Indemnified Party’s prior written consent. Notwithstanding the foregoing, the Indemnified Party which consent shall have the right to pay or settle any claim made by a third party; provided that in such event it shall waive any right to indemnity therefor from the Indemnitor unless the Indemnitor has not pursued with reasonable diligence the defensebe unreasonably withheld, negotiation or settlement of such claim. If the Indemnitor elects not to defend or settle such proceeding, claim or demand or is prohibited from doing so because such claim seeks damages other than only money damages or damages in an amount greater than, taken together with all other claims made in good faith against such Indemnitor by an Indemnified Party and all other Company Group Indemnified Members associated with such Indemnified Party, the Indemnity Maximum Amount for such Indemnified Party, and the Indemnified Party defends, settles or otherwise deals with any such proceeding, claim or demand directly, the Indemnified Party shall provide fifteen (15) days advance written notice of any settlement to the Indemnitor and shall act reasonably and in accordance with the Indemnified Party’s good faith business judgment. The Indemnitor and the Indemnified Party shall cooperate fully with each other in connection with the defense, negotiation or settlement of any legal proceeding, claim or demand described in this Section 6.5, including keeping each other fully informed regarding material developments relating to the claim.delayed or

Conduct of Claim. If any claim of the kind described in Section 6.5(a) above is made by a third party against an Indemnified Party, the The Indemnitor shall have the right, at its option and at its own expense, to be represented by the counsel of its choice and to participate in, or to take exclusive control of, the defense, negotiation and/or settlement of any proceeding, claim or demand that which relates to any amounts indemnifiable or potentially indemnifiable under this Article 610; provided, however, that the Indemnified Party Indemnitee may participate in, and take control of, in any such proceeding with counsel of its choice, which shall be at its own expense, unless (a) the expense of Indemnitor chooses counsel not reasonably acceptable to the IndemnitorIndemnitee, if or (ib) the Indemnitor does not pursue with reasonable diligence such defense, negotiation or settlement, or (ii) in the reasonable opinion of such Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability upon such Indemnified Party or a conflict of interest between such Indemnified Party and the Indemnitor; provided, further, that the Indemnitor may take control of such defense, negotiation and/or settlement only if (x) such claim seeks only money damages in an amount no greater than, taken together with all other claims made in good faith against such Indemnitor by an Indemnified Party and all other Company Group Indemnified Members associated with such Indemnified Party, the Indemnity Maximum Amount for such Indemnified Party, and (y) the Indemnitor accepts liability to the Indemnified Party for such claim. The Indemnified Party Indemnitee shall have a right to notice of any settlement, and the Indemnitor shall not execute or otherwise agree to any consent decree that (1) which provides for other than monetary payment by the Indemnitor without the Indemnified Party’s Indemnitee's prior written consent, which consent shall not be unreasonably withheld, or (2) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff to each Indemnified Party that is or may be subject to the third-party claim, without the Indemnified Party’s prior written consent. Notwithstanding the foregoing, the Indemnified Party Indemnitee shall have the right to pay or settle any claim made by a third party; such claim, provided that in such event it shall waive any right to indemnity therefor from by the Indemnitor unless the Indemnitor has not pursued with reasonable diligence the defense, negotiation or settlement of such claimIndemnitor. If the Indemnitor elects not to defend or settle such proceeding, claim or demand or is prohibited from doing so because such claim seeks damages other than only money damages or damages in an amount greater than, taken together with all other claims made in good faith against such Indemnitor by an Indemnified Party and all other Company Group Indemnified Members associated with such Indemnified Party, the Indemnity Maximum Amount for such Indemnified Party, and the Indemnified Party Indemnitee defends, settles or otherwise deals with any such proceeding, claim or demand directlydemand, which settlement may be without the consent of the Indemnitor, the Indemnified Party Indemnitee shall provide fifteen (15) days days' advance written notice of any property settlement to the Indemnitor and shall will act reasonably and in accordance with the Indemnified Party’s its good faith business judgment. The Indemnitor and the Indemnified Party parties shall cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand described in this Section 6.5, including keeping each other fully informed regarding material developments relating to the claimdemand.

Conduct of Claim. If any claim of the kind described in Section 6.5(a) above is made by a third party against an Indemnified Party, the Indemnitor The Indemnifying Party shall have the right, at its option and at its own expense, to be represented by the counsel of its choice and to participate in, or take control of, the defense, negotiation negotiation, and/or settlement of any proceeding, claim claim, or demand that relates to any amounts indemnifiable or potentially indemnifiable under this Article 611; provided, that the Indemnified Party may participate in, and take control of, in any such proceeding with counsel of its choice, at the expense of the Indemnitor, choice if (i) the Indemnitor Indemnifying Party chooses counsel not reasonably acceptable to Indemnified Party, (ii) the Indemnifying Party does not pursue with reasonable diligence such defense, negotiation negotiation, or settlement, or (iiiii) in the reasonable opinion of such Indemnified Party and its counsel, such action, suit suit, or proceeding involves the potential imposition of criminal liability upon such Indemnified Party or a conflict of interest between such Indemnified Party and the IndemnitorIndemnifying Party; providedprovided further that, furtherin the case of clause (i), that the Indemnitor may take control of such defense, negotiation and/or settlement only if (x) such claim seeks only money damages in an amount no greater than, taken together with all other claims made in good faith against such Indemnitor by an Indemnified Party and all other Company Group Indemnified Members associated with participation shall be at such Indemnified Party’s own expense and, in the Indemnity Maximum Amount for such Indemnified Party, case of clauses (ii) and (y) iii), such participation shall be at the Indemnitor accepts liability to the Indemnified Party for such claimIndemnifying Party’s expense. The Indemnified Party shall have a right to notice of any settlement, and the Indemnitor Indemnifying Party shall not execute or otherwise agree to any consent decree that (1x) provides for other than monetary payment without the Indemnified Party’s prior written consent, which consent shall not be unreasonably withheld, delayed, or conditioned, or (2y) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff to each Indemnified Party that is or may be subject to the third-party Third Party claim, without the Indemnified Party’s prior written consent, which consent shall not be unreasonably withheld, delayed, or conditioned. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim made by a third partyat such Indemnified Party’s own expense; provided provided, that in such event it shall waive any right to indemnity therefor from by the Indemnitor unless the Indemnitor has not pursued with reasonable diligence the defense, negotiation or settlement of such claimIndemnifying Party. If the Indemnitor Indemnifying Party elects not to defend or settle such proceedingLegal Proceeding, claim claim, or demand or is prohibited from doing so because such claim seeks damages other than only money damages or damages in an amount greater than, taken together with all other claims made in good faith against such Indemnitor by an Indemnified Party and all other Company Group Indemnified Members associated with such Indemnified Party, the Indemnity Maximum Amount for such Indemnified Partydemand, and the Indemnified Party defends, settles settles, or otherwise deals with any such proceedingLegal Proceeding, claim claim, or demand directly, the Indemnified Party shall provide fifteen (15) days Days advance written notice of any property settlement to the Indemnitor Indemnifying Party and shall act reasonably and in accordance with the Indemnified Party’s good faith business judgment. The Indemnitor Indemnifying Party and the Indemnified Party shall cooperate fully with each other in connection with the defense, negotiation negotiation, or settlement of any such legal proceeding, claim claim, or demand described in this Section 6.5, including keeping each other fully informed regarding material developments relating to the claimdemand.

Conduct of Claim. If The Indemnifying Party shall have ten (10) days after receipt of such notice to elect to undertake, conduct and control (through counsel of its own choosing and at its own expense), and, in any claim of the kind described in Section 6.5(a) above is made by a third party against an Indemnified Partyevent, the Indemnitor shall have the rightright to participate (at its own expense) in the settlement or defense of such claim, and the Indemnified Party shall reasonably cooperate with it in connection therewith. If the Indemnifying Party timely elects to undertake, conduct and control the settlement or defense of such claim, the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party (but the fees and expenses of such counsel shall be borne by such Indemnified Party). So long as the Indemnifying Party, at its option the Indemnifying Party’s cost and expense, to be represented by the counsel of its choice and to participate in, or take control of, the defense, negotiation and/or settlement of any proceeding, claim or demand that relates to any amounts indemnifiable or potentially indemnifiable under this Article 6; provided, that the Indemnified Party may participate in, and take control of, any such proceeding with counsel of its choice, at the expense of the Indemnitor, if (i) has undertaken the Indemnitor does not pursue defense of, and assumed full responsibility for all indemnified liabilities with reasonable diligence respect to, such defenseclaim, negotiation or settlement, or (ii) in the reasonable opinion of such Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability upon such Indemnified Party or a conflict of interest between such Indemnified Party and the Indemnitor; provided, further, that the Indemnitor may take control of such defense, negotiation and/or settlement only if (x) is contesting such claim seeks only money damages in an amount no greater than, taken together with all other claims made in good faith against such Indemnitor by an Indemnified Party and all other Company Group Indemnified Members associated with such Indemnified Party, the Indemnity Maximum Amount for such Indemnified Party, through appropriate proceedings and (yiii) has taken such action (including the Indemnitor accepts liability posting of a bond, deposit or other security) as may be necessary to prevent any action to foreclose a Lien against or attachment of the property of the Indemnified Party for payment of such claim. The , the Indemnified Party shall have a right to notice of not pay or settle any settlementsuch claim; provided, and the Indemnitor shall not execute or otherwise agree to any consent decree that (1) provides for other than monetary payment without the Indemnified Party’s prior written consenthowever, which consent shall not be unreasonably withheld, or (2) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff to each Indemnified Party that is or may be subject to the third-party claim, without the Indemnified Party’s prior written consent. Notwithstanding the foregoingthat, the Indemnified Party shall have the right to pay or settle any such claim made if it has waived in writing any right to indemnity by the Indemnifying Party for such claim; and, provided, further, that, if within ten (10) days of such notice from the Indemnified Party, the CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Indemnifying Party does not notify the Indemnified Party that it elects (at the Indemnifying Party’s cost and expense) to undertake the defense thereof and assume full responsibility for all indemnified liabilities with respect thereto, or gives such notice and thereafter fails to contest such claim in good faith or to prevent action to foreclose a third party; provided that in Lien against or attachment of the Indemnified Party’s property as contemplated above, the Indemnified Party shall have the right, at the Indemnifying Party’s expense, to contest, settle or compromise such event it claim and the Indemnified Party shall not thereby waive any right to indemnity therefor from the Indemnitor unless the Indemnitor has not pursued with reasonable diligence the defense, negotiation or settlement of such claim. If the Indemnitor elects not to defend or settle such proceeding, claim or demand or is prohibited from doing so because for such claim seeks damages other than only money damages or damages in an amount greater than, taken together with all other claims made in good faith against such Indemnitor by an Indemnified Party and all other Company Group Indemnified Members associated with such Indemnified Party, the Indemnity Maximum Amount for such Indemnified Party, and the Indemnified Party defends, settles or otherwise deals with any such proceeding, claim or demand directly, the Indemnified Party shall provide fifteen (15) days advance written notice of any settlement to the Indemnitor and shall act reasonably and in accordance with the Indemnified Party’s good faith business judgment. The Indemnitor and the Indemnified Party shall cooperate fully with each other in connection with the defense, negotiation or settlement of any legal proceeding, claim or demand described in under this Section 6.5, including keeping each other fully informed regarding material developments relating to the claimAgreement.

Conduct of Claim. If any claim of the kind described in Section 6.5(a(i) above is made by a third party against an Indemnified Party, the Except with respect to Taxes: (A) The Indemnitor shall have the right, at its option and at its own expense, to be represented by the counsel of its choice and to participate in, or take control of, the defense, negotiation and/or settlement of any proceeding, claim or demand that relates to any amounts indemnifiable or potentially indemnifiable under this Article 6; X, provided, that the Indemnified Party may participate in, and take control of, in any such proceeding with counsel of its choice, choice (which shall be at the expense of the Indemnitor, if (i) the Indemnitor does not pursue with reasonable diligence such defense, negotiation or settlement, or (ii) in the reasonable opinion of such Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability upon such Indemnified Party or a conflict of interest between such Indemnified Party and the Indemnitor; provided, further, that the Indemnitor may take control of such defense, negotiation and/or settlement only if (x) such claim seeks only money damages in an amount no greater than, taken together with all other claims made in good faith against such Indemnitor by an Indemnified Party and all other Company Group Indemnified Members associated with such Indemnified Party, the Indemnity Maximum Amount for such Indemnified Party, and (y) the Indemnitor accepts liability to the Indemnified Party for such claimown expense). The Indemnified Party shall have a right to notice of any settlement, and the Indemnitor shall not compromise or settle any claim, nor execute or otherwise agree to any consent decree decree, that (1I) provides for other than monetary payment without the Indemnified Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed or (2II) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff to each Indemnified Party that is or may be subject to the third-party claim, without the Indemnified Party’s prior written consent. Notwithstanding the foregoing, the Indemnified Party which consent shall have the right to pay not be unreasonably withheld, conditioned or settle any claim made by a third party; provided that in such event it shall waive any right to indemnity therefor from the Indemnitor unless the Indemnitor has not pursued with reasonable diligence the defense, negotiation or settlement of such claim. delayed. (B) If the Indemnitor elects not to defend or settle such proceeding, claim or demand or is prohibited from doing so because such claim seeks damages other than only money damages or damages in an amount greater than, taken together with all other claims made in good faith against such Indemnitor by an Indemnified Party and all other Company Group Indemnified Members associated with such Indemnified Party, the Indemnity Maximum Amount for such Indemnified Party, and the Indemnified Party defends, settles or otherwise deals with any such proceeding, claim or demand directlydemand, the Indemnified Party shall provide fifteen (15) days advance written notice of any proposed settlement or compromise to the Indemnitor and shall act reasonably and in accordance with the Indemnified Party’s good faith business judgment. Without the consent of the Indemnitor (not to be unreasonably withheld, conditioned or delayed), no Indemnified Party shall settle or compromise any claim for which it asserts a right to indemnification, nor execute or agree to any consent decree with respect to any such claim, unless (I) the terms of such settlement are substantially the same as the proposed settlement or compromise delivered in the written notice to the Indemnitor or (II) such settlement (x) provides only for the payment of money and does not include any admission of guilt or culpability and (y) includes a full release from all liability with respect to such claim by each claimant or plaintiff to each Indemnitor that is or may be subject to the third-party claim. (C) The Indemnitor and the Indemnified Party shall cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand described demand. (ii) Notwithstanding anything to the contrary in this Section 6.5Agreement, DPL and AES shall each have the right, at its option and at its own expense, to be represented by counsel of its choice and to participate in, or take control of, the defense, negotiation or settlement of any proceeding, claim or demand that relates to Taxes of Seller or any of its Affiliates (including keeping each other fully informed regarding material developments relating to the claimNewco Inc. and DP&L).

Conduct of Claim. If The Indemnifying Party shall have ten (10) days after receipt of such notice to elect to undertake, conduct and control (through counsel of its own choosing and at its own expense), and, in any claim of the kind described in Section 6.5(a) above is made by a third party against an Indemnified Partyevent, the Indemnitor shall have the rightright to participate (at its own expense) in the settlement or defense of such claim, and the CONFIDENTIAL TREATMENT REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY [CONFIDENTIAL TREATMENT REQUESTED]. MATERIAL OMITTED HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Indemnified Party shall reasonably cooperate with it in connection therewith. If the Indemnifying Party timely elects to undertake, conduct and control the settlement or defense of such claim, the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party (but the fees and expenses of such counsel shall be borne by such Indemnified Party). So long as the Indemnifying Party, at its option the Indemnifying Party’s cost and expense, to be represented by the counsel of its choice and to participate in, or take control of, the defense, negotiation and/or settlement of any proceeding, claim or demand that relates to any amounts indemnifiable or potentially indemnifiable under this Article 6; provided, that the Indemnified Party may participate in, and take control of, any such proceeding with counsel of its choice, at the expense of the Indemnitor, if (i) has undertaken the Indemnitor does not pursue defense of, and assumed full responsibility for all indemnified liabilities with reasonable diligence respect to, such defenseclaim, negotiation or settlement, or (ii) in the reasonable opinion of such Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability upon such Indemnified Party or a conflict of interest between such Indemnified Party and the Indemnitor; provided, further, that the Indemnitor may take control of such defense, negotiation and/or settlement only if (x) is contesting such claim seeks only money damages in an amount no greater than, taken together with all other claims made in good faith against such Indemnitor by an Indemnified Party and all other Company Group Indemnified Members associated with such Indemnified Party, the Indemnity Maximum Amount for such Indemnified Party, through appropriate proceedings and (yiii) has taken such action (including the Indemnitor accepts liability posting of a bond, deposit or other security) as may be necessary to prevent any action to foreclose a Lien against or attachment of the property of the Indemnified Party for payment of such claim. The , the Indemnified Party shall have a right to notice of not pay or settle any settlementsuch claim; provided, and the Indemnitor shall not execute or otherwise agree to any consent decree that (1) provides for other than monetary payment without the Indemnified Party’s prior written consenthowever, which consent shall not be unreasonably withheld, or (2) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff to each Indemnified Party that is or may be subject to the third-party claim, without the Indemnified Party’s prior written consent. Notwithstanding the foregoingthat, the Indemnified Party shall have the right to pay or settle any such claim made if it has waived in writing any right to indemnity by the Indemnifying Party for such claim; and, provided, further, that, if within ten (10) days of such notice from the Indemnified Party, the Indemnifying Party does not notify the Indemnified Party that it elects (at the Indemnifying Party’s cost and expense) to undertake the defense thereof and assume full responsibility for all indemnified liabilities with respect thereto, or gives such notice and thereafter fails to contest such claim in good faith or to prevent action to foreclose a third party; provided that in Lien against or attachment of the Indemnified Party’s property as contemplated above, the Indemnified Party shall have the right, at the Indemnifying Party’s expense, to contest, settle or compromise such event it claim and the Indemnified Party shall not thereby waive any right to indemnity therefor from the Indemnitor unless the Indemnitor has not pursued with reasonable diligence the defense, negotiation or settlement of such claim. If the Indemnitor elects not to defend or settle such proceeding, claim or demand or is prohibited from doing so because for such claim seeks damages other than only money damages or damages in an amount greater than, taken together with all other claims made in good faith against such Indemnitor by an Indemnified Party and all other Company Group Indemnified Members associated with such Indemnified Party, the Indemnity Maximum Amount for such Indemnified Party, and the Indemnified Party defends, settles or otherwise deals with any such proceeding, claim or demand directly, the Indemnified Party shall provide fifteen (15) days advance written notice of any settlement to the Indemnitor and shall act reasonably and in accordance with the Indemnified Party’s good faith business judgment. The Indemnitor and the Indemnified Party shall cooperate fully with each other in connection with the defense, negotiation or settlement of any legal proceeding, claim or demand described in under this Section 6.5, including keeping each other fully informed regarding material developments relating to the claimAgreement.

Conduct of Claim. If any claim of the kind described in Section 6.5(a) above is made by a third party against an Indemnified Party, the The Indemnitor shall have the right, at its option and at its own expense, to be represented by the counsel of its choice and to participate in, or take control of, the defense, negotiation and/or settlement of any proceeding, claim or demand that relates to any amounts indemnifiable or potentially indemnifiable under this Article 67; provided, that the Indemnified Party may participate in, and take control of, in any such proceeding with counsel of its choice, which shall be at its own expense except in circumstances where (a) the expense of Indemnitor chooses counsel not reasonably acceptable to the IndemnitorIndemnified Party, if (ib) the Indemnitor does not pursue with reasonable diligence such defense, negotiation or settlement, or (iic) in the reasonable opinion of such Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability upon such Indemnified Party or a conflict of interest between such Indemnified Party and the Indemnitor; provided, further, that the Indemnitor may take control of such defense, negotiation and/or settlement only if (x) such claim seeks only money damages in an amount no greater than, taken together with all other claims made in good faith against such Indemnitor by an Indemnified Party and all other Company Group Indemnified Members associated with such Indemnified Party, the Indemnity Maximum Amount for such Indemnified Party, and (y) the Indemnitor accepts liability to the Indemnified Party for such claim. The Indemnified Party shall have a right to notice of any settlement, and the Indemnitor shall not execute or otherwise agree to any consent decree that (1i) provides for other than monetary payment without the Indemnified Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed or (2ii) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff to each Indemnified Party that is or may be subject to the third-party claim, without the Indemnified Party’s prior written consent. Notwithstanding the foregoing, the Indemnified Party which consent shall have the right to pay not be unreasonably withheld, conditioned or settle any claim made by a third party; provided that in such event it shall waive any right to indemnity therefor from the Indemnitor unless the Indemnitor has not pursued with reasonable diligence the defense, negotiation or settlement of such claimdelayed. If the Indemnitor elects not to defend or settle such proceeding, claim or demand or is prohibited from doing so because such claim seeks damages other than only money damages or damages in an amount greater than, taken together with all other claims made in good faith against such Indemnitor by an Indemnified Party and all other Company Group Indemnified Members associated with such Indemnified Party, the Indemnity Maximum Amount for such Indemnified Party, and the Indemnified Party defends, settles or otherwise deals with any such proceeding, claim or demand directly, the Indemnified Party shall provide fifteen (15) days days’ advance written notice of any settlement to the Indemnitor and shall act reasonably and in accordance with the Indemnified Party’s good faith business judgment. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any such claim; provided that in such event it shall waive any right to indemnity therefor by the Indemnitor. The Indemnitor and the Indemnified Party shall cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand described demand. Any claim by Buyer for indemnification with respect to Taxes shall be further subject to the provisions in Section 6.4, and, to the extent there is any inconsistency between the specific provisions of Section 6.4 and this Section 6.57.3, including keeping each other fully informed regarding material developments relating to the claimprovisions in Section 6.4 shall govern.

Conduct of Claim. If 7.1 This paragraph 7 shall apply in circumstances where: (A) any claim is made against any member of the kind described Buyer’s Group or any Target Company which the Buyer actually appreciates is likely to give rise to a Claim (other than a claim under the Tax Warranties) or an Indemnity Claim by the Buyer against the Management Sellers; (B) any Target Company or any member of the Buyer’s Group is entitled to make recovery from some other person any sum in Section 6.5(arespect of any such Claim or Indemnity Claim; or (C) above the Management Sellers shall have paid to the Buyer an amount in respect of such a Claim or Indemnity Claim and subsequent to the making of such payment any member of the Buyer’s Group or any Target Company becomes entitled to recover from some other person a sum which is made referable to that payment. 7.2 The Buyer shall and shall procure that the Target Group and each member of the Buyer’s Group shall: (A) (subject to any reasonable requirements of the insurers of the Buyer’s Group and/or the Target Group and subject to the Buyer being indemnified and secured to the satisfaction of the Buyer by a the Management Sellers against all costs and expenses which may be properly incurred by reason of such action) take such action as the Management Sellers may reasonably request to prove or dispute (as the case may be) any such third party against an Indemnified Partyclaim; and (B) not settle or admit any liability or claim to which such action is referable without the prior written consent of the Sellers’ Representative such consent not to be unreasonably withheld or delayed. 7.3 If the Management Sellers fail to indemnify and secure the Buyer and relevant member of the Buyer’s Group and relevant Target Company in accordance with this paragraph 7 in respect of the third party claim within 15 Business Days’ after the Sellers’ Representative has received notice of such third party claim, the Indemnitor Buyer shall cease to have any obligations under this paragraph 6 in respect of that third party claim. 7.4 Nothing in this paragraph 7 shall oblige the right, at its option and expense, Buyer to be represented by the counsel of its choice and to participate intake, or take control of, to procure that any other member of the defense, negotiation and/or settlement of Buyer’s Group or any proceeding, claim or demand that relates to any amounts indemnifiable or potentially indemnifiable under this Article 6; provided, that the Indemnified Party may participate in, and take control ofTarget Company shall take, any such proceeding with counsel of its choice, at the expense of the Indemnitor, if (i) the Indemnitor does not pursue with reasonable diligence such defense, negotiation action or settlement, or (ii) do any thing which in the reasonable opinion of such Indemnified Party and its counsel, such action, suit the Buyer is likely to have an adverse impact on the reputation or proceeding involves the potential imposition of criminal liability upon such Indemnified Party goodwill or a conflict of interest between such Indemnified Party and the Indemnitor; provided, further, that the Indemnitor may take control of such defense, negotiation and/or settlement only if (x) such claim seeks only money damages in an amount no greater than, taken together with all other claims made in good faith against such Indemnitor by an Indemnified Party and all other Company Group Indemnified Members associated with such Indemnified Party, the Indemnity Maximum Amount for such Indemnified Party, and (y) the Indemnitor accepts liability to the Indemnified Party for such claim. The Indemnified Party shall have a right to notice commercial interests of any settlement, and member of the Indemnitor shall not execute Buyer’s Group or otherwise agree to any consent decree that (1) provides for other than monetary payment without of the Indemnified Party’s prior written consent, which consent shall not be unreasonably withheld, or (2) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff to each Indemnified Party that is or may be subject to the third-party claim, without the Indemnified Party’s prior written consent. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle any claim made by a third party; provided that in such event it shall waive any right to indemnity therefor from the Indemnitor unless the Indemnitor has not pursued with reasonable diligence the defense, negotiation or settlement of such claim. If the Indemnitor elects not to defend or settle such proceeding, claim or demand or is prohibited from doing so because such claim seeks damages other than only money damages or damages in an amount greater than, taken together with all other claims made in good faith against such Indemnitor by an Indemnified Party and all other Company Group Indemnified Members associated with such Indemnified Party, the Indemnity Maximum Amount for such Indemnified Party, and the Indemnified Party defends, settles or otherwise deals with any such proceeding, claim or demand directly, the Indemnified Party shall provide fifteen (15) days advance written notice of any settlement to the Indemnitor and shall act reasonably and in accordance with the Indemnified Party’s good faith business judgment. The Indemnitor and the Indemnified Party shall cooperate fully with each other in connection with the defense, negotiation or settlement of any legal proceeding, claim or demand described in this Section 6.5, including keeping each other fully informed regarding material developments relating to the claimTarget Companies.

Conduct of Claim. If any claim of the kind described in Section 6.5(a) above is made by a third party against an Indemnified Party, the Indemnitor The Indemnifying Party shall have the right30 days after receipt of such notice (or, at its option and expense, to be represented by the counsel of its choice and to participate in, or take control of, the defense, negotiation and/or settlement of any proceeding, claim or demand that relates to any amounts indemnifiable or potentially indemnifiable under this Article 6; provided, that if the Indemnified Party may participate in, and take control of, any such proceeding with counsel of its choice, at the expense provides written notice that an answer or other pleading must be served prior to that date in order to prevent judgment by default in favor of the Indemnitor, if (i) the Indemnitor does not pursue with reasonable diligence such defense, negotiation or settlement, or (ii) in the reasonable opinion of such Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability upon such Indemnified Party or a conflict of interest between such Indemnified Party and the Indemnitor; provided, further, that the Indemnitor may take control of such defense, negotiation and/or settlement only if (x) such claim seeks only money damages in an amount no greater than, taken together with all other claims made in good faith against such Indemnitor by an Indemnified Party and all other Company Group Indemnified Members associated with such Indemnified Party, the Indemnity Maximum Amount for such Indemnified Party, and (y) the Indemnitor accepts liability to the Indemnified Party for such claim. The Indemnified Party shall have a right to notice of any settlement, and the Indemnitor shall not execute or otherwise agree to any consent decree that (1) provides for other than monetary payment without the Indemnified Party’s prior written consent, which consent shall not be unreasonably withheld, or (2) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff to each Indemnified Party that is or may be subject to Person asserting the third-party claim, without within 10 days of such notice from the Indemnified Party) to elect to undertake, conduct and control (through counsel of its own choosing and at its own expense) the defense of such claim, and the Indemnified Party shall cooperate with it in connection therewith. If the Indemnifying Party elects to undertake, conduct and control the settlement or defense of such claim, the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party (but the fees and expenses of such counsel shall be borne by such Indemnified Party unless: (A) it is reasonable that the Indemnified Party be represented by separate counsel due to a conflict or potential conflict of interest between the Indemnifying Party and the Indemnified Party; or (B) the defenses available to the Indemnified Party are not available to the Indemnifying Party where both parties are named as defendants in any third party claim). So long as the Indemnifying Party, at the Indemnifying Party’s prior written consent. Notwithstanding cost and expense, (1) has undertaken the foregoingdefense of such claim, and assumed full responsibility for all indemnification obligations to the Indemnified Party in respect of such claim, (2) is contesting such claim in good faith through appropriate proceedings and (3) has taken such action (including the posting of a bond, deposit or other security) as may be necessary to prevent any action to foreclose a Lien against or attachment of the property of the Indemnified Party for payment of such claim, the Indemnified Party shall not pay or settle any such claim; provided, however, that, the Indemnified Party shall have the right to pay or settle any such claim made if it has irrevocably waived in writing any right to indemnity by the Indemnifying Party for such claim; and, provided, further, that, (x) if within thirty (30) days after the receipt of the Indemnified Party’s notice of a third party; provided claim of indemnity under this Section 8.04(a) or, if the Indemnified Party provides written notice that an answer or other pleading must be served prior to that date in order to prevent judgment by default in favor of the Person asserting the third-party claim, within ten (10) days of such event it notice from the Indemnified Party), the Indemnifying Party fails to undertake the defense thereof and assumed full responsibility for all indemnification obligations to the Indemnified Party in respect of such claim, or fails to contest such claim in good faith or to prevent action to foreclose a Lien against or attachment of the Indemnified Party’s property as contemplated above or (y) if such claim is for equitable or injunctive relief, would impose criminal liability or damages, or is by any Governmental Entity, the Indemnified Party shall have the right to contest, settle or compromise such claim and the Indemnified Party shall not thereby waive any right to indemnity therefor from the Indemnitor unless the Indemnitor has not pursued with reasonable diligence the defense, negotiation or settlement of such claim. If the Indemnitor elects not to defend or settle such proceeding, claim or demand or is prohibited from doing so because for such claim seeks damages other than only money damages or damages in an amount greater than, taken together with all other claims made in good faith against such Indemnitor by an Indemnified Party and all other Company Group Indemnified Members associated with such Indemnified Party, the Indemnity Maximum Amount for such Indemnified Party, and the Indemnified Party defends, settles or otherwise deals with any such proceeding, claim or demand directly, the Indemnified Party shall provide fifteen (15) days advance written notice of any settlement to the Indemnitor and shall act reasonably and in accordance with the Indemnified Party’s good faith business judgment. The Indemnitor and the Indemnified Party shall cooperate fully with each other in connection with the defense, negotiation or settlement of any legal proceeding, claim or demand described in under this Section 6.5, including keeping each other fully informed regarding material developments relating to the claimAgreement.

Conduct of Claim. If any claim of the kind described in Section 6.5(a) above is made by a third party against an Indemnified Party, the The Indemnitor shall have the right, at its option and at its own expense, to be represented by the counsel of its choice reasonably acceptable to the Indemnified Party and to participate in, or take control of, the defense, negotiation and/or settlement of any proceeding, claim or demand that relates to any amounts indemnifiable or potentially indemnifiable under this Article 68; provided, that the Indemnified Party may participate in, and take control of, in any such proceeding with counsel of its choice, which shall be at its own expense; and provided further, that the expense of Indemnified Party may designate counsel, to be paid for by the Indemnitor, if (ia) the Indemnitor does not pursue with reasonable diligence such defense, negotiation or settlement, or (iib) in the reasonable opinion of such Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability upon such Indemnified Party or a conflict of interest between such Indemnified Party and the Indemnitor; provided, further, that the Indemnitor may take control of such defense, negotiation and/or settlement only if (x) such claim seeks only money damages in an amount no greater than, taken together with all other claims made in good faith against such Indemnitor by an Indemnified Party and all other Company Group Indemnified Members associated with such Indemnified Party, the Indemnity Maximum Amount for such Indemnified Party, and (y) the Indemnitor accepts liability to the Indemnified Party for such claim. The Indemnified Party shall have a right to notice of any settlement, and the Indemnitor shall not execute or otherwise agree to any consent decree that (1x) provides for other than monetary payment without the Indemnified Party’s prior written consent, which consent shall not be unreasonably withheld, withheld or (2y) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff to each Indemnified Party that is or may be subject to the third-party claim, without the Indemnified Party’s prior written consent, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, (i) the Indemnified Party can request that the Indemnitor settle any such claims, actions, suits or proceedings, which request shall not be unreasonably refused by the Indemnitor, and (ii) the Indemnified Party shall have the right to pay or settle any claim made by a third party; provided claims, actions, suits or proceedings that in such event it shall waive any right to indemnity therefor from the Indemnitor unless the Indemnitor has not pursued with reasonable diligence the defense, negotiation or settlement opinion of such claimIndemnified Party involve the potential imposition of criminal liability upon the Indemnified Party or materially and adversely affect the ownership, operation or financing of the Facilities. If the Indemnitor elects not to defend or settle such proceeding, claim or demand or is prohibited from doing so because such claim seeks damages other than only money damages or damages in an amount greater than, taken together with all other claims made in good faith against such Indemnitor by an Indemnified Party and all other Company Group Indemnified Members associated with such Indemnified Party, the Indemnity Maximum Amount for such Indemnified Party, and the Indemnified Party defends, settles or otherwise deals with any such proceeding, claim or demand directly, the Indemnified Party shall provide fifteen (15) days advance written notice of any settlement to the Indemnitor and shall act reasonably and in accordance with the Indemnified Party’s good faith business judgment, but the Indemnitor shall be responsible for all costs and expenses paid or incurred by the Indemnified Party in connection with such settlement. The Indemnitor and the Indemnified Party shall cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand described demand. Any claim for indemnification with respect to Taxes shall be further subject to the provisions in Section 7.2, and, to the extent there is any inconsistency between the specific provisions of Section 7.2 and this Section 6.58.3, including keeping each other fully informed regarding material developments relating to the claimprovisions in Section 7.2 shall govern.

Conduct of Claim. If The Indemnifying Party shall have ten (10) days after receipt of such notice to elect to undertake, conduct and control (through counsel of its own choosing and at its own expense), and, in any claim of the kind described in Section 6.5(a) above is made by a third party against an Indemnified Partyevent, the Indemnitor shall have the rightright to participate (at its own expense) in the settlement or defense of such claim, and the Indemnified Party shall reasonably cooperate with it in connection therewith. If the Indemnifying Party timely elects to undertake, conduct and control the settlement or defense of such claim, the Indemnifying Party shall permit the Indemnified Party to participate in such settlement or defense through counsel chosen by such Indemnified Party (but the fees and expenses of such counsel shall be borne by such Indemnified Party). So long as the Indemnifying Party, at its option the Indemnifying Party’s cost and expense, to be represented by the counsel of its choice and to participate in, or take control of, the defense, negotiation and/or settlement of any proceeding, claim or demand that relates to any amounts indemnifiable or potentially indemnifiable under this Article 6; provided, that the Indemnified Party may participate in, and take control of, any such proceeding with counsel of its choice, at the expense of the Indemnitor, if (i) has undertaken the Indemnitor does not pursue defense of, and assumed full responsibility for all indemnified liabilities with reasonable diligence respect to, such defenseclaim, negotiation or settlement, or (ii) in the reasonable opinion of such Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability upon such Indemnified Party or a conflict of interest between such Indemnified Party and the Indemnitor; provided, further, that the Indemnitor may take control of such defense, negotiation and/or settlement only if (x) is contesting such claim seeks only money damages in an amount no greater than, taken together with all other claims made in good faith against such Indemnitor by an Indemnified Party and all other Company Group Indemnified Members associated with such Indemnified Party, the Indemnity Maximum Amount for such Indemnified Party, through appropriate proceedings and (yiii) has taken such action (including the Indemnitor accepts liability posting of a bond, deposit or other security) as may be necessary to prevent any action to foreclose a Lien against or attachment of the property of the Indemnified Party for payment of such claim. The , the Indemnified Party shall have a right to notice of not pay or settle any settlementsuch claim; provided, and the Indemnitor shall not execute or otherwise agree to any consent decree that (1) provides for other than monetary payment without the Indemnified Party’s prior written consenthowever, which consent shall not be unreasonably withheld, or (2) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff to each Indemnified Party that is or may be subject to the third-party claim, without the Indemnified Party’s prior written consent. Notwithstanding the foregoingthat, the Indemnified Party shall have the right to pay or settle any such claim made if it has waived in writing any right to indemnity by the Indemnifying Party for such claim; and, provided, further, that, if within ten (10) days of such notice from the Indemnified Party, the Indemnifying Party does not notify the Indemnified Party that it elects (at the Indemnifying Party’s cost and expense) to undertake the defense thereof and assume full responsibility for all indemnified liabilities with respect thereto, or gives such notice and thereafter fails to contest such claim in good faith or to prevent action to foreclose a third party; provided that in Lien against or attachment of the Indemnified Party’s property as contemplated above, the Indemnified Party shall have the right, at the Indemnifying Party’s expense, to contest, settle or compromise such event it claim and the Indemnified Party shall not thereby waive any right to indemnity therefor from the Indemnitor unless the Indemnitor has not pursued with reasonable diligence the defense, negotiation or settlement of such claim. If the Indemnitor elects not to defend or settle such proceeding, claim or demand or is prohibited from doing so because for such claim seeks damages other than only money damages or damages in an amount greater than, taken together with all other claims made in good faith against such Indemnitor by an Indemnified Party and all other Company Group Indemnified Members associated with such Indemnified Party, the Indemnity Maximum Amount for such Indemnified Party, and the Indemnified Party defends, settles or otherwise deals with any such proceeding, claim or demand directly, the Indemnified Party shall provide fifteen (15) days advance written notice of any settlement to the Indemnitor and shall act reasonably and in accordance with the Indemnified Party’s good faith business judgment. The Indemnitor and the Indemnified Party shall cooperate fully with each other in connection with the defense, negotiation or settlement of any legal proceeding, claim or demand described in under this Section 6.5, including keeping each other fully informed regarding material developments relating to the claimAgreement.

Conduct of Claim. i. Except with respect to Taxes: (1) If any claim of the kind described in Section 6.5(a) above is made by a third party against an Indemnitor notifies the Indemnified PartyParty that the Indemnitor acknowledges its liability under this Article X and that it desires to defend the Indemnified Party with respect to the Third-Party Claim, the Indemnitor shall have the right, at its option and at its own expense, to be represented by the counsel of its choice and to participate in, or take control of, of the defense, negotiation and/or settlement of any proceedingsuch Third-Party Claim, claim unless (1) the Indemnitor is also a party to such Third-Party Claim and the Indemnified Party determines in good faith that joint representation would be inappropriate, or demand that relates (2) the Third-Party Claim seeks an injunction or other equitable relief or relief other than monetary damages for which the Indemnified Party would be entitled to any amounts indemnifiable or potentially indemnifiable under this Article 6indemnification; provided, provided that the Indemnified Party may participate in, and take control of, in any such proceeding with counsel of its choice, choice (which shall be at the expense of the Indemnitor, if (i) its own expense). If the Indemnitor does not pursue assumes the defense of a Third-Party Claim in accordance with reasonable diligence such defensethis Section 10.6, negotiation or settlement, or (ii) in the reasonable opinion of such Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability upon such Indemnified Party or a conflict of interest between such Indemnified Party and the Indemnitor; provided, further, that the Indemnitor may take control of such defense, negotiation and/or settlement only if (x) such claim seeks only money damages in an amount no greater than, taken together with all other claims made in good faith against such Indemnitor by an the Indemnified Party shall have the right to participate in the defense thereof and all other Company Group Indemnified Members associated with such Indemnified Partyto employ counsel, at its own expense, separate from the Indemnity Maximum Amount for such Indemnified Partycounsel employed by the Indemnitor, and (y) the Indemnitor accepts liability shall defend such Third-Party Claim in good faith to final conclusion or settlement of such Third-Party Claim. The Indemnitor shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for such claim. The any period after the Indemnified Party has provided a Claim Notice with respect to a Third-Party Claim but the Indemnitor has not assumed the defense of a Third-Party Claim for which the Indemnified Party is entitled to indemnification pursuant to this Article X. The Indemnitor shall have a right to provide fifteen (15) days advance written notice of any settlementproposed settlement or compromise to the Indemnified Party, and the Indemnitor shall not, without the Indemnified Party’s prior written consent (not to be unreasonably withheld, conditioned or delayed), compromise or settle any Third-Party Claim, nor execute or otherwise agree to any consent decree decree, that (1I) provides for other than monetary payment without the Indemnified Party’s prior written consentpayment, which consent shall not be unreasonably withheld, or (2II) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim Third-Party Claim by each claimant or plaintiff to each Indemnified Party that is or may be subject to the thirdThird-party claimParty Claim, without or (III) involves any finding or admission of any violation of Law or any violation of the Indemnified Party’s prior written consent. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle rights of any claim made by a third party; provided that in such event it shall waive any right to indemnity therefor from the Indemnitor unless the Indemnitor has not pursued with reasonable diligence the defense, negotiation or settlement of such claim. Person. (2) If the Indemnitor elects not to defend or settle such proceeding, claim or demand or is prohibited from doing so because such claim seeks damages other than only money damages or damages in an amount greater than, taken together with all other claims made in good faith against such Indemnitor by an Indemnified Party and all other Company Group Indemnified Members associated with such Indemnified Party, the Indemnity Maximum Amount for such Indemnified Party, and the Indemnified Party defends, settles or otherwise deals with any such proceeding, claim or demand directlydemand, the Indemnified Party shall provide fifteen ten (1510) days Business Days’ advance written notice of any proposed settlement or compromise to the Indemnitor. Without the consent of the Indemnitor (not to be unreasonably withheld, conditioned or delayed), no Indemnified Party shall settle or compromise any Third-Party Claim for which the Indemnitor has acknowledged its liability under this Article X, unless (I) the terms of such settlement are substantially the same as the proposed settlement or compromise delivered in the Claim Notice to the Indemnitor or (II) such settlement (x) provides only for the payment of money and shall act reasonably does not include any admission of guilt or culpability and in accordance (y) includes a full release from all liability with respect to such claim by each claimant or plaintiff to each Indemnitor that is or may be subject to the Indemnified Party’s good faith business judgment. Third-Party Claim. (3) The Indemnitor and the Indemnified Party shall cooperate fully reasonably with each other in connection with the defense, negotiation or settlement of any legal proceeding, claim or demand described in this Section 6.5, including keeping each other fully informed regarding material developments relating to the claimThird-Party Claim.

Conduct of Claim. If any claim of the kind described in Section 6.5(a) above such Claim is made brought by a third party against an Indemnified Partyparty, the Indemnitor shall be entitled, upon written notice to the Indemnified Party, to participate in the defense of such Claim and, to the extent that it wishes, to assume the defense of, and to negotiate and/or settle, such Claim. The Indemnified Party shall, in its sole discretion, have the right, at its option and expense, right to be represented by the employ separate counsel of its choice in any such action and to participate inin the defense thereof, or take control of, provided all fees and expenses of such counsel shall be paid by such Indemnified Party. If notice is given to the defense, negotiation and/or settlement of any proceeding, claim or demand that relates to any amounts indemnifiable or potentially indemnifiable under this Article 6; provided, that Indemnitor by the Indemnified Party may participate in, and take control of, any such proceeding with counsel of its choice, at the expense of the Indemnitor, if commencement of any third-party Claim and (i) the Indemnitor does not pursue with reasonable diligence not, within 30 days after receiving such defensenotice, negotiation or settlementgive notice to the Indemnified Party of its election to assume the defense of such Claim, or (ii) in the reasonable opinion of Indemnitor chooses counsel not reasonably acceptable to Indemnified Party, (iii) the Indemnitor or its Affiliate is also a party to such third-party Claim and the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability upon such Indemnified Party or has been advised by counsel that a conflict of interest exists between such Indemnified Party the Indemnitor or its Affiliate and the Indemnitor; provided, further, that the Indemnitor may take control of such defense, negotiation and/or settlement only if (x) such claim seeks only money damages in an amount no greater than, taken together with all other claims made in good faith against such Indemnitor by an Indemnified Party and all other Company Group Indemnified Members associated with such Indemnified Party, or (iv) after undertaking the Indemnity Maximum Amount for defense of such Indemnified Partythird-party Claim, and (y) the Indemnitor accepts liability or legal counsel selected by it fails to pursue the defense of Claim with reasonable diligence, then in any such case the Indemnified Party for such claim. The Indemnified Party shall (upon notice to the Indemnitor) have a the right to notice participate in the defense, compromise or settlement of any settlementsuch Claim, and the Indemnitor shall not execute reimburse such Indemnified Party for the reasonable costs of defending against such third-party Claim (including reasonable attorneys’ fees and expenses) to the extent it is determined that such Indemnifying Party is obligated with respect to such third-party Claim under this Agreement. If an Indemnitor assumes the defense of a third-party Claim, no compromise, discharge or otherwise agree to any consent decree that (1) provides for other than monetary payment settlement of such Claim may be effected by the Indemnitor without the Indemnified Party’s prior written consent, which such consent shall not to be unreasonably withheld, delayed or conditioned; provided, that no such consent shall be necessary (2and the Indemnitor shall be entitled to effect such compromise, discharge or settlement on its own behalf and on behalf of the Indemnified Parties) does not include as if (A) there is no finding or admission of any violation of Law by or on behalf of the Indemnified Parties, (B) if applicable, the sole relief provided in connection with such third-party Claim is monetary damages that are paid in full by the Indemnifying Party and (C) an unconditional term thereof of the compromise, discharge or settlement of such Claim is the giving of a release from all liability with respect to such claim Claim by each the applicable claimant or plaintiff to each Indemnified Party that is or may be subject to the third-party claim, without Claim. Whether or not the Indemnified Party’s prior written consent. Notwithstanding Indemnitor assumes the foregoingdefense of a third-party Claim, the Indemnified Party shall have not admit any liability with respect to, or compromise, discharge or settle, such third-party Claim without the right to pay or settle any claim made by a third party; provided that in such event it shall waive any right to indemnity therefor from the Indemnitor unless the Indemnitor has not pursued with reasonable diligence the defenseIndemnitor’s prior written consent, negotiation or settlement of such claim. If the Indemnitor elects which consent not to defend be unreasonably withheld, delayed or settle such proceeding, claim or demand or is prohibited from doing so because such claim seeks damages other than only money damages or damages in an amount greater than, taken together with all other claims made in good faith against such Indemnitor by an Indemnified Party and all other Company Group Indemnified Members associated with such Indemnified Party, the Indemnity Maximum Amount for such Indemnified Party, and the Indemnified Party defends, settles or otherwise deals with any such proceeding, claim or demand directly, the Indemnified Party shall provide fifteen (15) days advance written notice of any settlement to the Indemnitor and shall act reasonably and in accordance with the Indemnified Party’s good faith business judgmentconditioned. The Indemnitor and the Indemnified Party shall cooperate fully with each other in connection with the defense, negotiation or settlement of any legal proceedingsuch Claim. Any Claim by Buyer for indemnification with respect to Taxes shall be further subject to the provisions in Section 6.4, claim or demand described in and, to the extent there is any inconsistency between the specific provisions of Section 6.4 and this Section 6.57.3, including keeping each other fully informed regarding material developments relating to the claimprovisions in Section 6.4 shall govern.

Conduct of Claim. If any claim Tenant shall assume the defense of the kind described in Section 6.5(a) above is made by a third party against an Indemnified Party, the Indemnitor shall have the right, at its option and expense, to be represented by the counsel of its choice and to participate in, or take control of, the defense, negotiation and/or settlement of any proceeding, claim or demand that relates to any amounts indemnifiable or potentially indemnifiable under this Article 6proceeding with counsel designated by Tenant; provided, that the Indemnified Party may participate in, and take control of, any such proceeding with counsel of its choice, at the expense of the Indemnitor, if (i) the Indemnitor does not pursue with reasonable diligence such defense, negotiation or settlement, or (ii) in the reasonable opinion of such Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability upon such Indemnified Party or a conflict of interest between such Indemnified Party and the Indemnitor; provided, furtherhowever, that the Indemnitor may take control of such defense, negotiation and/or settlement only if (x) such claim seeks only money damages in an amount no greater than, taken together with all other claims made in good faith against such Indemnitor by an Indemnified Party and all other Company Group Indemnified Members associated with such Indemnified Party, the Indemnity Maximum Amount for such Indemnified Party, and (y) the Indemnitor accepts liability to the Indemnified Party for such claim. The Indemnified Party shall have a right to notice of any settlement, and the Indemnitor shall not execute or otherwise agree to any consent decree that (1) provides for other than monetary payment without the Indemnified Party’s prior written consent, which consent shall not be unreasonably withheld, or (2) does not include as an unconditional term thereof the giving of a release from all liability with respect to such claim by each claimant or plaintiff to each Indemnified Party that is or may be subject to the third-party claim, without the Indemnified Party’s prior written consent. Notwithstanding the foregoing, the Indemnified Party shall have the right to pay or settle participate fully in any claim made by a third party; provided that in such event it shall waive any right or proceeding and to indemnity therefor from retain its own counsel, but the Indemnitor unless the Indemnitor has not pursued with reasonable diligence the defense, negotiation or settlement fees and expenses of such claim. If counsel will be at its own expense unless (i) Tenant shall have agreed to the Indemnitor elects not to defend or settle retention of such proceeding, claim or demand or is prohibited from doing so because such claim seeks damages other than only money damages or damages in an amount greater than, taken together with all other claims made in good faith against such Indemnitor by an Indemnified Party and all other Company Group Indemnified Members associated with such Indemnified Party, the Indemnity Maximum Amount counsel for such Indemnified Party, both Tenant and the Indemnified Party defends, settles or otherwise deals with (ii) the named parties to any action or proceeding include the Tenant and the Indemnified Party and representation of both such parties has been determined in the reasonable and good faith judgment of either party to be inappropriate under applicable standards of professional conduct due to actual or potential conflicting interests between them. In the event the Tenant is defending or prosecuting any claim or proceeding, (a) the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge such claim or demand directlyproceeding without Tenant's prior written consent, and (b) the Indemnified Party will agree to any settlement, compromise or discharge of the suit, action or proceeding which the Tenant may recommend and which by its terms obligates Tenant to pay the full amount of liability in connection with such claim or proceeding; provided, however, that without the Indemnified Party's consent, which consent may not be unreasonably withheld or delayed, Tenant may only consent to the entry of any judgment or enter into any settlement that does not provide for injunctive or other non-monetary relief affecting the Indemnified Party. If Tenant fails to assume the defense of a claim, the indemnification of which is required under this Lease, the Indemnified Party may, at the expense of Tenant, contest, settle, or pay such claim. Except as otherwise expressly set forth herein, Tenant shall provide fifteen (15) days advance not compromise or settle a claim hereunder without the prior written notice consent of any settlement to the Indemnitor and shall act reasonably and in accordance with the Indemnified Party’s good faith business judgment. The Indemnitor and the Indemnified Party shall cooperate fully with each other in connection with the defense, negotiation or settlement of any legal proceeding, claim or demand described in this Section 6.5, including keeping each other fully informed regarding material developments relating to the claim.