Common use of Conduct of Proceedings Clause in Contracts

Conduct of Proceedings. If any claim or proceeding covered by the foregoing agreements to indemnify and hold harmless shall arise, the party who seeks indemnification (the "Indemnified Party") shall give written notice thereof to the other party (the "Indemnitor") promptly after the Indemnified Party learns of the existence of such claim or proceeding; provided, however, that the Indemnified Party's failure to give the Indemnitor prompt notice shall not bar the Indemnified Party's right to indemnification unless such failure has materially prejudiced the Indemnitor's ability to defend the claim or proceeding. The Indemnitor shall have the right to employ counsel reasonably acceptable to the Indemnified Party to defend against any such claim or proceeding, or to compromise, settle or otherwise dispose of the same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor; provided that the Indemnitor shall not have the right to control the defense of any such claim or proceeding unless it has acknowledged in writing its obligation to indemnify the Indemnified Party fully from all liabilities incurred as a result of such claim or proceeding and then and periodically thereafter provides the Indemnified Party with reasonably sufficient evidence of the ability of the Indemnitor to satisfy any such liabilities. The parties will fully cooperate in any such action, and shall make available to each other any books or records useful for the defense of any such claim or proceeding. If the Indemnitor fails to acknowledge in writing its obligation to defend against or settle such claim or proceeding within twenty (20) days after receiving notice thereof from the Indemnified Party (or such shorter time specified in the notice as the circumstances of the matter may dictate), the Indemnified Party shall be free to dispose of the matter, at the expense of the Indemnitor, in any way in which the Indemnified Party deems to be in its best interest.

Conduct of Proceedings. If Each Party and each other Indemnified Person shall have the right, but not the obligation, to contest, defend and litigate any claim claim, action, suit or proceeding covered by any third party alleged or asserted against it arising out of any matter in respect of which it is entitled to be indemnified hereunder and the foregoing agreements to indemnify reasonable costs and hold harmless shall arise, the party who seeks indemnification expenses thereof (the "Indemnified Party"including reasonable attorneys’ fees and expert witness fees) shall give be subject to the said indemnity; provided that the Indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense upon its giving written notice thereof to the other party (Indemnified Person, and such Indemnifying Party shall conduct with due diligence and in good faith the "Indemnitor") promptly after defense of any claim against such party, whether or not the Indemnifying Party shall be joined therein, and the Indemnified Person shall cooperate with the Indemnifying Party learns in such defense. The Indemnified Person may elect to participate through separate counsel in the defense of any such claim, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (a) there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person in the conduct of the existence defense of such claim or proceeding; provided, however, that (b) the Indemnifying Party did not employ counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof or (c) the Indemnified Party's failure Person reasonably concludes and specifically notifies the Indemnifying Party that there may be specific defenses available to give the Indemnitor prompt notice shall not bar the Indemnified Party's right it which are different from or additional to indemnification unless such failure has materially prejudiced the Indemnitor's ability to defend the claim or proceeding. The Indemnitor shall have the right to employ counsel reasonably acceptable those available to the Indemnified Indemnifying Party. In each of such cases the Indemnifying Party to defend against any such claim or proceeding, or to compromise, settle or otherwise dispose of the same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor; provided that the Indemnitor shall not have the right to control the defense of any such claim or proceeding unless it has acknowledged in writing its obligation to indemnify the Indemnified Party fully from all liabilities incurred as a result settlement of such claim or proceeding and then the reasonable fees and periodically thereafter provides expenses of counsel engaged by the Indemnified Party with reasonably sufficient evidence of the ability of the Indemnitor to satisfy any such liabilities. The parties will fully cooperate in any such action, and shall make available to each other any books or records useful for the defense of any such claim or proceeding. If the Indemnitor fails to acknowledge in writing its obligation to defend against or settle such claim or proceeding within twenty (20) days after receiving notice thereof from the Indemnified Party (or such shorter time specified in the notice as the circumstances of the matter may dictate), the Indemnified Party Person shall be free to dispose of the matter, at the expense of the IndemnitorIndemnifying Party. Indemnifying Party shall give prompt written notice to Indemnified Person of any proposed settlement of an indemnified claim. Indemnifying Party may not, in without Indemnified Person's prior written consent, settle or compromise any way in claim or consent to the entry of any judgment regarding which the indemnification is being sought hereunder unless such settlement, compromise or consent (i) includes an unconditional release of Indemnified Party deems to be in its best interest.Person from all liability arising out of such claim,

Conduct of Proceedings. If any claim or proceeding covered by the foregoing agreements to indemnify and hold harmless shall arise, the party who seeks indemnification (the "Indemnified Party") shall give written notice thereof to the other party (the "Indemnitor") promptly after the Indemnified Party learns of the existence of such claim or proceeding; providedPROVIDED, howeverHOWEVER, that the Indemnified Party's failure to give the Indemnitor prompt notice shall not bar the Indemnified Party's right to indemnification unless such failure has materially prejudiced the Indemnitor's ability to defend the claim or proceeding. The Indemnitor shall have the right to employ counsel reasonably acceptable to the Indemnified Party to defend against any such claim or proceeding, or to compromise, settle or otherwise dispose of the same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor; provided PROVIDED that the Indemnitor shall not have the right to control the defense of any such claim or proceeding unless it has acknowledged in writing its obligation to indemnify the Indemnified Party fully from all liabilities incurred as a result of such claim or proceeding and then and periodically thereafter provides the Indemnified Party with reasonably sufficient evidence of the ability of the Indemnitor to satisfy any such liabilities. The parties will fully cooperate in any such action, and shall make available to each other any books or records useful for the defense of any such claim or proceeding. If the Indemnitor fails to acknowledge in writing its obligation to defend against or settle such claim or proceeding within twenty (20) days after receiving notice thereof from the Indemnified Party (or such shorter time specified in the notice as the circumstances of the matter may dictate), the Indemnified Party shall be free to dispose of the matter, at the expense of the IndemnitorIndemnitor (if the Indemnitor is ultimately liable), in any way in which the Indemnified Party deems to be in its best interest.

Conduct of Proceedings. If any claim claim, action, suit or proceeding covered by the foregoing agreements to indemnify and hold harmless (a “Proceeding”) shall arise, the party who seeks seeking indemnification pursuant to this Article IX (the "“Indemnified Party"”) shall give written notice thereof to the other party (the "“Indemnitor"”) promptly after the Indemnified Party learns of the existence of such claim or proceedingProceeding; provided, however, that the Indemnified Party's ’s failure to give the Indemnitor prompt notice shall not bar the Indemnified Party's ’s right to indemnification unless such failure has materially prejudiced the Indemnitor's ’s ability to defend the claim or proceedingProceeding. The Indemnitor shall have the right to employ counsel reasonably acceptable to the Indemnified Party to defend against any such claim or proceedingProceeding, or to compromise, settle or otherwise dispose of the same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor; provided that the that, Indemnitor shall not have the right settle, or consent to control the defense entry of any such claim judgment in any Proceeding, without obtaining a release of the Indemnified Party from, or proceeding unless it has acknowledged in writing acknowledging its obligation to indemnify the Indemnified Party fully from for, all liabilities incurred as a result of such claim or proceeding and then and periodically thereafter provides the Indemnified Party with reasonably sufficient evidence Damages in respect of the ability of the Indemnitor to satisfy any claims underlying such liabilitiesProceeding. The parties will fully cooperate in any such action, and shall make available to each other any books or records useful for the defense of any such claim or proceedingProceeding. If the Indemnitor fails to acknowledge in writing its obligation to defend against or settle such claim or proceeding Proceeding within twenty thirty (2030) days after receiving notice thereof from the Indemnified Party (or such shorter time specified in the notice as the circumstances of the matter may dictate), the Indemnified Party shall be free have the right to dispose undertake the defense and settlement of the matterany such Proceeding, at the expense of the Indemnitor’s expense; provided that, in any way in which if the Indemnified Party deems assumes the defense of any such Proceeding, the Indemnified Party shall not settle such Proceeding prior to final judgment thereon or forego any appeal with respect thereto without the prior written consent of the Indemnitor (which consent may not be in its best interestunreasonably withheld).

Conduct of Proceedings. If Each Party and each other Indemnified Person shall have the right, but not the obligation, to contest, defend and litigate any claim claim, action, suit or proceeding covered by any third party alleged or asserted against it arising out of any matter in respect of which it is entitled to be indemnified hereunder and the foregoing agreements to indemnify reasonable costs and hold harmless shall arise, the party who seeks indemnification expenses thereof (the "Indemnified Party"including reasonable attorneys’ fees and expert witness fees) shall give be subject to the said indemnity; provided that the Indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense upon its giving written notice thereof to the other party (Indemnified Person, and such Indemnifying Party shall conduct with due diligence and in good faith the "Indemnitor") promptly after defense of any claim against such party, whether or not the Indemnifying Party shall be joined therein, and the Indemnified Person shall cooperate with the Indemnifying Party learns in such defense. The Indemnified Person may elect to participate through separate counsel in the defense of any such claim, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (a) there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person in the conduct of the existence defense of such claim or proceeding; provided, however, that (b) the Indemnifying Party did not employ counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof or (c) the Indemnified Party's failure Person reasonably concludes and specifically notifies the Indemnifying Party that there may be specific defenses available to give the Indemnitor prompt notice shall not bar the Indemnified Party's right it which are different from or additional to indemnification unless such failure has materially prejudiced the Indemnitor's ability to defend the claim or proceeding. The Indemnitor shall have the right to employ counsel reasonably acceptable those available to the Indemnified Indemnifying Party. In each of such cases the Indemnifying Party to defend against any such claim or proceeding, or to compromise, settle or otherwise dispose of the same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor; provided that the Indemnitor shall not have the right to control the defense of any such claim or proceeding unless it has acknowledged in writing its obligation to indemnify the Indemnified Party fully from all liabilities incurred as a result settlement of such claim or proceeding and then the reasonable fees and periodically thereafter provides expenses of counsel engaged by the Indemnified Party with reasonably sufficient evidence of the ability of the Indemnitor to satisfy any such liabilities. The parties will fully cooperate in any such action, and shall make available to each other any books or records useful for the defense of any such claim or proceeding. If the Indemnitor fails to acknowledge in writing its obligation to defend against or settle such claim or proceeding within twenty (20) days after receiving notice thereof from the Indemnified Party (or such shorter time specified in the notice as the circumstances of the matter may dictate), the Indemnified Party Person shall be free to dispose of the matter, at the expense of the IndemnitorIndemnifying Party. Indemnifying Party shall give prompt written notice to Indemnified Person of any proposed settlement of an indemnified claim. Indemnifying Party may not, without Indemnified Person's prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent (i) includes an unconditional release of Indemnified Person from all liability arising out of such claim, (ii) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of Indemnified Person, and (iii) does not contain any equitable order, judgment or term (other than the fact of payment or the amount of such payment) that in any way in which manner affects, restrains or interferes with the business of Indemnified Party deems to be in Person or any of its best interestAffiliates.

Conduct of Proceedings. If any claim third party claim, action, suit or proceeding (a "Proceeding") covered by the foregoing agreements to indemnify and hold harmless shall arise, the party who seeks seeking indemnification pursuant to this Article 8 (the "Indemnified Party") shall give written notice thereof to the other party (the "Indemnitor") promptly promptly, but in any event within ten days, after the Indemnified Party learns of the existence of such claim or proceedingProceeding; provided, however, that the Indemnified Party's failure to give the Indemnitor prompt notice shall not bar release the Indemnitor except to the extent such party is prejudiced by such failure. Such notice shall describe the claim in reasonable detail and include copies of all related notices and documents (including court papers) served on or received by the Indemnified Party's right to indemnification unless such failure has materially prejudiced the Indemnitor's ability to defend the claim or proceeding. The Indemnitor shall have the right to employ participate in such claim or action, to assume the defense thereof with counsel reasonably acceptable to the Indemnified Party to defend against any such claim or proceedingParty, or and to compromise, settle or otherwise dispose of the same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor; provided that the that, Indemnitor shall not have the right settle, or consent to control the defense entry of any such claim judgment in any Proceeding, without obtaining a release of the Indemnified Party from, or proceeding unless it has acknowledged in writing acknowledging its obligation to indemnify the Indemnified Party fully from for, all liabilities incurred as a result Damages in respect of the claims underlying such Proceeding. If requested by the Indemnified Party, the Indemnitor shall assume the defense of such claim, subject to the limitations set forth in this Section 8.3. After notice to the Indemnified Party of the Indemnitor's election to assume the defense of such claim or proceeding and then and periodically thereafter provides action, the Indemnitor shall not be liable to the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof; provided that, in the event that the Indemnified Party shall reasonably sufficient evidence determine, based upon the advice of its outside legal counsel, that (x) it may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnitor in respect of such claim or any litigation relating thereto, or (y) there is a conflict of interest between the Indemnitor and the Indemnified Party, then the Indemnified Party shall have the right at all times to have one counsel participate in the defense of such claim at the expense of the ability Indemnitor. In such an event, the Indemnitor shall not assume the defense of such Proceeding on behalf of the Indemnified Party and the Indemnified Party shall assume its own defense and the Indemnitor shall pay the reasonable fees and expenses of such counsel to satisfy any such liabilitiesthe Indemnified Party. The parties will fully cooperate in any such action, and shall make available to each other any books or records useful for the defense of any such claim or proceedingProceeding. If the Indemnitor fails to acknowledge in writing its obligation to defend against or settle such claim or proceeding any Proceeding that it is obligated to defend hereunder within twenty thirty (2030) days after receiving notice thereof from the Indemnified Party (or such shorter time specified in the notice as the circumstances of the matter may dictate), the Indemnified Party shall be free have the right to dispose undertake the defense and settlement of the matterany such Proceeding, at the expense of the Indemnitor's expense; provided that, in any way in which if the Indemnified Party deems assumes the defense of any such Proceeding, the Indemnified Party shall not settle such Proceeding prior to final judgment thereon or forego any appeal with respect thereto without the prior written consent of the Indemnitor (which consent may not be in its best interestunreasonably withheld).

Conduct of Proceedings. If Each Party and each other indemnitee shall have the right, but not the obligation, to contest, defend and litigate any claim claim, action, suit or proceeding covered by any third party alleged or asserted against it arising out of any matter in respect of which it is entitled to be indemnified hereunder and the foregoing agreements to indemnify reasonable costs and hold harmless shall arise, the party who seeks indemnification expenses thereof (the "Indemnified Party"including reasonable attorneys’ fees and expert witness fees) shall give be subject to the said indemnity; provided that the indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense upon its giving written notice thereof to the other party indemnified Person. The indemnified Person shall provide reasonable assistance to the indemnifying Party, at the indemnifying Party’s expense, in connection with such claim, action, suit or proceeding. Upon such assumption, the indemnifying Party shall reimburse the indemnified Person for the reasonable costs and expenses previously incurred by it prior to the assumption of such defense by the indemnifying Party. The indemnifying Party shall keep the indemnified Person informed as to the status and progress of such claim, action, suit or proceeding. Except as set forth in paragraph (c) below, in the "Indemnitor") promptly after event the Indemnified indemnifying Party learns assumes the control of the existence defense, the indemnifying Party will not be liable to the indemnified Person under this Article for any legal fees or expenses subsequently incurred by the indemnified Person in connection with such defense. The indemnifying Party shall control the settlement of such claim or proceedingall claims over which it has assumed the defense; provided, however, that the Indemnified Party's failure to give the Indemnitor prompt notice indemnifying Party shall not bar agree to or conclude any settlement that affects the Indemnified Party's right to indemnification unless such failure has materially prejudiced indemnified Person without the Indemnitor's ability to defend the claim or proceeding. The Indemnitor shall have the right to employ counsel reasonably acceptable to the Indemnified Party to defend against any such claim or proceeding, or to compromise, settle or otherwise dispose prior written approval of the same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor; provided that the Indemnitor indemnified Person (whose said approval shall not have the right to control the defense of any such claim or proceeding unless it has acknowledged in writing its obligation to indemnify the Indemnified Party fully from all liabilities incurred as a result of such claim or proceeding and then and periodically thereafter provides the Indemnified Party with reasonably sufficient evidence of the ability of the Indemnitor to satisfy any such liabilities. The parties will fully cooperate in any such action, and shall make available to each other any books or records useful for the defense of any such claim or proceeding. If the Indemnitor fails to acknowledge in writing its obligation to defend against or settle such claim or proceeding within twenty (20) days after receiving notice thereof from the Indemnified Party (or such shorter time specified in the notice as the circumstances of the matter may dictatebe unreasonably withheld), the Indemnified Party shall be free to dispose of the matter, at the expense of the Indemnitor, in any way in which the Indemnified Party deems to be in its best interest.

Conduct of Proceedings. If any claim or proceeding covered by the foregoing agreements to indemnify and hold harmless shall arise, the party who seeks indemnification (the "Indemnified Party") shall give written notice thereof to the other party (the "Indemnitor") promptly after the Indemnified Party learns of the existence of such claim or proceeding; providedPROVIDED, howeverHOWEVER, that the Indemnified Party's failure to give the Indemnitor prompt notice shall not bar the Indemnified Party's right to indemnification unless such failure has materially prejudiced the Indemnitor's ability to defend the claim or proceeding. The Indemnitor shall have the right to employ counsel reasonably acceptable to the Indemnified Party to defend against any such claim or proceeding, or to compromise, settle or otherwise dispose of the same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor; provided PROVIDED that the Indemnitor shall not have the right to control the defense of any such claim or proceeding unless it has acknowledged in writing its obligation to indemnify the Indemnified Party fully from all liabilities incurred as a result of such claim or proceeding and then and periodically thereafter provides the Indemnified Party with reasonably sufficient evidence of the ability of the Indemnitor to satisfy any such liabilities. The parties will fully cooperate in any such action, and shall make available to each other any books or records useful for the defense of any such claim or proceeding. If the Indemnitor fails to acknowledge in writing its obligation to defend against or settle such claim or proceeding within twenty (20) days after receiving notice thereof from the Indemnified Party (or such shorter time specified in the notice as the circumstances of the matter may dictate), the Indemnified Party shall be free to dispose of the matter, at the expense of the Indemnitor, in any way in which the Indemnified Party deems to be in its best interest.

Conduct of Proceedings. If Each Party and each other indemnitee shall have the right, but not the obligation, to contest, defend and litigate any claim claim, action, suit or proceeding covered by any third party alleged or asserted against it arising out of any matter in respect of which it is entitled to be indemnified hereunder and the foregoing agreements to indemnify reasonable costs and hold harmless shall arise, the party who seeks indemnification expenses thereof (the "Indemnified Party"including reasonable attorneys fees and expert witness fees) shall give be subject to the said indemnity; provided that the indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense upon its giving written notice thereof to the other party indemnified Person. The indemnified Person shall provide reasonable assistance to the indemnifying Party, at the indemnifying Party's expense, in connection with such claim, action, suit or proceeding. Upon such assumption, the indemnifying Party shall reimburse the indemnified Person for the reasonable costs and expenses previously incurred by it prior to the assumption of such defense by the indemnifying Party. The indemnifying Party shall keep the indemnified Person informed as to the status and progress of such claim, action, suit or proceeding. Except as set forth in paragraph (c) below, in the "Indemnitor") promptly after event the Indemnified indemnifying Party learns assumes the control of the existence defense, the indemnifying Party will not be liable to the indemnified Person under this Article for any legal fees or expenses subsequently incurred by the indemnified Person in connection with such defense. The indemnifying Party shall control the settlement of such claim or proceedingall claims over which it has assumed the defense; provided, however, that the Indemnified Party's failure to give the Indemnitor prompt notice indemnifying Party shall not bar agree to or conclude any settlement that affects the Indemnified Party's right to indemnification unless such failure has materially prejudiced indemnified Person without the Indemnitor's ability to defend the claim or proceeding. The Indemnitor shall have the right to employ counsel reasonably acceptable to the Indemnified Party to defend against any such claim or proceeding, or to compromise, settle or otherwise dispose prior written approval of the sameindemnified Person, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor; provided that the Indemnitor (whose said approval shall not have the right to control the defense of any such claim or proceeding unless it has acknowledged in writing its obligation to indemnify the Indemnified Party fully from all liabilities incurred as a result of such claim or proceeding and then and periodically thereafter provides the Indemnified Party with reasonably sufficient evidence of the ability of the Indemnitor to satisfy any such liabilities. The parties will fully cooperate in any such action, and shall make available to each other any books or records useful for the defense of any such claim or proceeding. If the Indemnitor fails to acknowledge in writing its obligation to defend against or settle such claim or proceeding within twenty (20) days after receiving notice thereof from the Indemnified Party (or such shorter time specified in the notice as the circumstances of the matter may dictatebe unreasonably withheld), the Indemnified Party shall be free to dispose of the matter, at the expense of the Indemnitor, in any way in which the Indemnified Party deems to be in its best interest.

Conduct of Proceedings. If Each Party and each Owner or Contractor Indemnitee shall have the right, but not the obligation, to assume and control the defense of, and to contest, and litigate any claim claim, action, suit or proceeding covered by any third party alleged or asserted against it arising out of any matter in respect of which it is entitled to be indemnified hereunder and the foregoing agreements to indemnify reasonable costs and hold harmless shall arise, the party who seeks indemnification expenses thereof (the "Indemnified Party"including reasonable attorneys’ fees and expert witness fees) shall give be subject to the said indemnity; provided that the Indemnifying Party shall be entitled, at its option, to assume and control the defense of any claim, action, suit or proceeding that is related to the unauthorized disclosure, use, infringement or misappropriation of Intellectual Property Rights only, at its expense upon its giving written notice thereof to the other party (Indemnified Person. The Indemnified Person shall provide reasonable assistance to the "Indemnitor") promptly after Indemnifying Party, at the Indemnifying Party’s expense, in connection with such claim, action, suit or proceeding. Upon such assumption, the Indemnifying Party shall reimburse the Indemnified Person for the reasonable costs and expenses previously incurred by it prior to the assumption of such defense by the Indemnifying Party. The Indemnifying Party learns shall keep the Indemnified Person informed as to the status and progress of such claim, action, suit or proceeding. Except as set forth in Section 16.3.3 below, in the event the Indemnifying Party assumes the control of the existence defense, the Indemnifying Party will not be liable to the Indemnified Person under this Article for any legal fees or expenses subsequently incurred by the Indemnified Person in connection with such defense. The Indemnifying Party shall control the settlement of such claim or proceedingall claims over which it has assumed the defense; provided, however, that the Indemnified Party's failure to give the Indemnitor prompt notice Indemnifying Party shall not bar agree to or conclude any settlement that affects the Indemnified Party's right to indemnification unless such failure has materially prejudiced Person without the Indemnitor's ability to defend the claim or proceeding. The Indemnitor shall have the right to employ counsel reasonably acceptable to prior written approval of the Indemnified Party to defend against any such claim or proceedingPerson, or to compromise, settle or otherwise dispose of the same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor; provided that the Indemnitor whose said approval shall not have the right to control the defense of any such claim or proceeding unless it has acknowledged in writing its obligation to indemnify the Indemnified Party fully from all liabilities incurred as a result of such claim or proceeding and then and periodically thereafter provides the Indemnified Party with reasonably sufficient evidence of the ability of the Indemnitor to satisfy any such liabilities. The parties will fully cooperate in any such action, and shall make available to each other any books or records useful for the defense of any such claim or proceeding. If the Indemnitor fails to acknowledge in writing its obligation to defend against or settle such claim or proceeding within twenty (20) days after receiving notice thereof from the Indemnified Party (or such shorter time specified in the notice as the circumstances of the matter may dictate), the Indemnified Party shall be free to dispose of the matter, at the expense of the Indemnitor, in any way in which the Indemnified Party deems to be in its best interestunreasonably withheld.

Conduct of Proceedings. If any claim or proceeding covered by the foregoing agreements to indemnify and hold harmless shall arisearise (by receipt of notice of any such claim or proceeding prior to the expiration of the periods set forth in SECTION 13.2), the party who seeks indemnification (the "Indemnified PartyINDEMNIFIED PARTY") shall give written notice thereof to the other party (the "IndemnitorINDEMNITOR", which, in the case of Principal Holders, shall be the Holder Representative) promptly after the Indemnified Party learns of the existence of such claim or proceeding; providedPROVIDED, howeverHOWEVER, that the Indemnified Party's failure to give the Indemnitor prompt notice shall not bar the Indemnified Party's right to indemnification unless such failure has materially prejudiced the Indemnitor's ability to defend the claim or proceeding. The Indemnitor shall have the right to employ counsel reasonably acceptable to the Indemnified Party to defend against any such claim or proceeding, or to compromise, settle or otherwise dispose of the same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor; provided PROVIDED that the Indemnitor shall not have the right to control the defense of any such claim or proceeding unless it has acknowledged in writing its obligation to indemnify the Indemnified Party fully from all liabilities incurred as a result of such claim or proceeding and then and periodically thereafter provides the Indemnified Party with reasonably sufficient evidence of the ability of the Indemnitor to satisfy any such liabilities. The parties will fully cooperate in any such action, and shall make available to each other any books or records useful for the defense of any such claim or proceeding. If the Indemnitor fails to acknowledge in writing its obligation to defend against or settle such claim or proceeding within twenty thirty (2030) calendar days after receiving notice thereof from the Indemnified Party (or such shorter time specified in the notice as the circumstances of the matter may dictate), the Indemnified Party shall be free to dispose of the matter, at the expense of the Indemnitor, reasonably and in any way in which the Indemnified Party deems to be in its best interest; provided, however, that during such thirty (30) day notice period, the Indemnified Party shall have the right to take any actions it deems appropriate to preserve its rights and avoid prejudicing its defenses with regard to such claim or proceeding; PROVIDED, FURTHER, that if Indemnitor and Indemnified Party agree in advance that both Indemnitor and Indemnified Party would both share liability with respect to a claim or proceeding, the Indemnitor and Indemnified Party shall agree on a joint defense of such claim or proceeding without the requirement for an advance acknowledgement in writing of Indemnitor's obligation to indemnify the Indemnified Party fully from all liabilities incurred as a result of such claim or proceeding.

Conduct of Proceedings. If Each Party and each other indemnitee shall have the right, but not the obligation, to contest, defend and litigate any claim claim, action, suit or proceeding covered by any third party alleged or asserted against it arising out of any matter in respect of which it is entitled to be indemnified hereunder and the foregoing agreements to indemnify reasonable costs and hold harmless shall arise, the party who seeks indemnification expenses thereof (the "Indemnified Party"including reasonable attorneys’ fees and expert witness fees) shall give be subject to the said indemnity; provided that the indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense upon its giving written notice thereof to the other party (Indemnified Person. The Indemnified Person shall provide reasonable assistance to the "Indemnitor") promptly after Indemnifying Party, at the Indemnifying Party’s expense, in connection with such claim, action, suit or proceeding. Upon such assumption, the Indemnifying Party shall reimburse the Indemnified Person for the reasonable costs and expenses previously incurred by it prior to the assumption of such defense by the Indemnifying Party. The Indemnifying Party learns shall keep the Indemnified Person informed as to the status and progress of such claim, action, suit or proceeding. Except as set forth in paragraph (c) below, in the event the Indemnifying Party assumes the control of the existence defense, the Indemnifying Party will not be liable to the Indemnified Person under this Article for any legal fees or expenses subsequently incurred by the Indemnified Person in connection with such defense. The Indemnifying Party shall control the settlement of such claim or proceedingall claims over which it has assumed the defense; provided, however, that the Indemnified Party's failure to give the Indemnitor prompt notice Indemnifying Party shall not bar agree to or conclude any settlement that affects the Indemnified Party's right to indemnification unless such failure has materially prejudiced Person without the Indemnitor's ability to defend the claim or proceeding. The Indemnitor shall have the right to employ counsel reasonably acceptable to prior written approval of the Indemnified Party to defend against any such claim or proceedingPerson, or to compromise, settle or otherwise dispose of the same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor; provided that the Indemnitor (whose said approval shall not have the right to control the defense of any such claim or proceeding unless it has acknowledged in writing its obligation to indemnify the Indemnified Party fully from all liabilities incurred as a result of such claim or proceeding and then and periodically thereafter provides the Indemnified Party with reasonably sufficient evidence of the ability of the Indemnitor to satisfy any such liabilities. The parties will fully cooperate in any such action, and shall make available to each other any books or records useful for the defense of any such claim or proceeding. If the Indemnitor fails to acknowledge in writing its obligation to defend against or settle such claim or proceeding within twenty (20) days after receiving notice thereof from the Indemnified Party (or such shorter time specified in the notice as the circumstances of the matter may dictatebe unreasonably withheld), the Indemnified Party shall be free to dispose of the matter, at the expense of the Indemnitor, in any way in which the Indemnified Party deems to be in its best interest.

Conduct of Proceedings. If Each Party and each other Indemnified Person shall have the right, but not the obligation, to contest, defend and litigate any claim claim, action, suit or proceeding covered by alleged or asserted against it arising out of any matter in respect of which it is entitled to be indemnified hereunder, and the foregoing agreements to indemnify reasonable costs and hold harmless shall arise, the party who seeks indemnification expenses thereof (the "Indemnified Party"including reasonable attorneys’ fees and expert witness fees) shall give be subject to the said indemnity; provided that the Indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense upon its giving written notice thereof to the other party (Indemnified Person, and such Indemnifying Party shall conduct with due diligence and in good faith the "Indemnitor") promptly after defense of any claim against such Indemnified Person, whether or not the Indemnifying Party shall be joined therein, and the Indemnified Person shall cooperate with the Indemnifying Party learns in such defense. The Indemnifying Party shall have charge and direction of the existence defense and settlement of such claim or proceedingclaim; provided, however, that without relieving the Indemnifying Party of its obligations hereunder or impairing the Indemnifying Party’s right to control the defense or settlement thereof, the Indemnified Party's failure Person may elect to give participate through separate counsel in the Indemnitor prompt notice shall not bar the Indemnified Party's right to indemnification unless such failure has materially prejudiced the Indemnitor's ability to defend the claim or proceeding. The Indemnitor shall have the right to employ counsel reasonably acceptable to the Indemnified Party to defend against defense of any such claim or proceedingclaim, or to compromise, settle or otherwise dispose but the fees and expenses of the same, if the Indemnitor deems it advisable to do so, all such counsel shall be at the expense of such Indemnified Person unless (a) there exists a material conflict of interest between the Indemnitor; provided Indemnifying Party and such Indemnified Person in the conduct of the defense of such claim, (b) the Indemnifying Party did not employ counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof or (c) the Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party that there may be specific defenses available to it that are different from or additional to those available to the Indemnitor Indemnifying Party. In each such case, the Indemnifying Party shall not have the right to control the defense of any such claim or proceeding unless it has acknowledged in writing its obligation to indemnify the Indemnified Party fully from all liabilities incurred as a result settlement of such claim or proceeding and then the reasonable fees and periodically thereafter provides expenses of counsel engaged by the Indemnified Party with reasonably sufficient evidence of the ability of the Indemnitor to satisfy any such liabilities. The parties will fully cooperate in any such action, and shall make available to each other any books or records useful for the defense of any such claim or proceeding. If the Indemnitor fails to acknowledge in writing its obligation to defend against or settle such claim or proceeding within twenty (20) days after receiving notice thereof from the Indemnified Party (or such shorter time specified in the notice as the circumstances of the matter may dictate), the Indemnified Party Person shall be free to dispose of the matter, at the expense of the Indemnitor, in Indemnifying Party. The amount of any way in which indemnity payment made under Section 12.1 shall be reduced by the amount of all insurance proceeds received by the Indemnified Party deems Person in respect of the event giving rise to be in its best interestthe right of indemnity under Section 12.1.

Conduct of Proceedings. If Grantor fails to defend any claim such condemnation or proceeding covered by expropriation proceedings to Lender’s satisfaction, Lender may undertake the foregoing agreements to indemnify and hold harmless shall arise, the party who seeks indemnification (the "Indemnified Party") shall give written notice thereof to the other party (the "Indemnitor") promptly after the Indemnified Party learns of the existence defense of such claim a proceeding for and on behalf of Grantor. To this end, Grantor irrevocably appoints Lender as Grantor’s agent and attorney-in-fact, such agency being coupled with an interest, to bring, defend, adjudicate, settle, or proceedingotherwise compromise such condemnation or expropriation claims; providedit being understood, however, that that, unless one or more Events of Default (other than the Indemnified Party's failure condemnation or expropriation of the Property) then exists under this Mortgage, Lender will not agree to give the Indemnitor prompt notice any final settlement or compromise of any such condemnation or expropriation claim without Grantor’s prior approval, which approval shall not bar the Indemnified Party's right to indemnification unless such failure has materially prejudiced the Indemnitor's ability to defend the claim or proceedingbe unreasonably withheld. The Indemnitor Application of Net Proceeds. Lender shall have the right to employ counsel reasonably acceptable receive all proceeds derived or to be derived from the Indemnified Party to defend against condemnation, expropriation, confiscation, eminent domain, inverse condemnation, or any permanent or temporary requisition or taking of the Property, or any part or parts of the Property (“condemnation proceeds”). In the event that Grantor should receive any such claim or proceedingcondemnation proceeds, Grantor agrees to immediately turn over and to pay such proceeds to Lender. All condemnation proceeds, which are received by, or which are payable to compromiseeither Grantor or Lender, settle shall be applied, at Lender’s sole option and discretion, and in such manner as Lender may determine (after payment of all reasonable costs, expenses and attorneys’ fees necessarily paid or otherwise dispose incurred by Grantor and/or Lender), for the purpose of: (a) replacing or restoring the condemned, expropriated, confiscated, or taken Property; or (b) reducing the then outstanding balance of the sameIndebtedness, if together with interest thereon, with such payments being applied in the Indemnitor deems it advisable to do so, all at manner provided in this Mortgage. Lender’s receipt of such condemnation proceeds and the expense application of the Indemnitor; such proceeds as provided that the Indemnitor in this Mortgage shall not have affect the right to control the defense lien of any such claim or proceeding unless it has acknowledged in writing its obligation to indemnify the Indemnified Party fully from all liabilities incurred as a result of such claim or proceeding and then and periodically thereafter provides the Indemnified Party with reasonably sufficient evidence of the ability of the Indemnitor to satisfy any such liabilities. The parties will fully cooperate in any such action, and shall make available to each other any books or records useful for the defense of any such claim or proceeding. If the Indemnitor fails to acknowledge in writing its obligation to defend against or settle such claim or proceeding within twenty (20) days after receiving notice thereof from the Indemnified Party (or such shorter time specified in the notice as the circumstances of the matter may dictate), the Indemnified Party shall be free to dispose of the matter, at the expense of the Indemnitor, in any way in which the Indemnified Party deems to be in its best interestthis Mortgage.

Conduct of Proceedings. If Each Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim claim, action, suit or proceeding covered by any third party alleged or asserted against it arising out of any matter in respect of which it is entitled to be indemnified hereunder and the foregoing agreements to indemnify reasonable costs and hold harmless shall arise, the party who seeks indemnification expenses thereof (the "Indemnified Party"including reasonable attorneys’ fees and expert witness fees) shall give be subject to the said indemnity; provided that the Indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense upon its giving written notice thereof to the other party (Indemnified Person, and such Indemnifying Party shall conduct with due diligence and in good faith the "Indemnitor") promptly after defense of any claim against such party, whether or not the Indemnifying Party shall be joined therein, and the Indemnified Party learns shall cooperate with the Indemnifying Party in such defense. The Indemnifying Party shall have charge and direction of the existence defense and settlement of such claim or proceedingclaim; provided, however, that without relieving the Indemnified Indemnifying Party of its obligations hereunder or impairing the Indemnifying Party's failure to give the Indemnitor prompt notice shall not bar the Indemnified Party's right to indemnification unless such failure has materially prejudiced the Indemnitor's ability to defend the claim or proceeding. The Indemnitor shall have the right to employ counsel reasonably acceptable to the Indemnified Party to defend against any such claim or proceeding, or to compromise, settle or otherwise dispose of the same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor; provided that the Indemnitor shall not have the ’s right to control the defense of any such claim or proceeding unless it has acknowledged in writing its obligation to indemnify settlement thereof, the Indemnified Party fully from all liabilities incurred as a result of such claim or proceeding and then and periodically thereafter provides the Indemnified Party with reasonably sufficient evidence of the ability of the Indemnitor may elect to satisfy any such liabilities. The parties will fully cooperate participate through separate counsel in any such action, and shall make available to each other any books or records useful for the defense of any such claim or proceeding. If claim, but the Indemnitor fails to acknowledge in writing its obligation to defend against or settle fees and expenses of such claim or proceeding within twenty (20) days after receiving notice thereof from the Indemnified Party (or such shorter time specified in the notice as the circumstances of the matter may dictate), the Indemnified Party counsel shall be free to dispose of the matter, at the expense of the Indemnitor, in any way in which the such Indemnified Party deems to be unless (a) the employment of counsel by such Indemnified Party shall have reasonably concluded that there exists a material conflict of interest between the Indemnifying Party and such Indemnified Party in its best interest.the conduct of the defense of such claim or

Conduct of Proceedings. If any claim or proceeding covered ---------------------- by the foregoing agreements to indemnify and hold harmless shall arise, the party who seeks indemnification (the "Indemnified Party") shall give written notice thereof to the other party (the "Indemnitor") promptly after the Indemnified Party learns of the existence of such claim or proceeding; provided, however, that the Indemnified Party's failure to give the Indemnitor prompt notice shall not bar the Indemnified Party's right to indemnification unless such failure has materially prejudiced the Indemnitor's ability to defend the claim or proceeding. The Indemnitor shall have , (i) take control of the right to employ counsel reasonably acceptable to the Indemnified Party to defend against any defense and investigation of such claim or proceeding, or (ii) employ and engage attorneys of its own choice (subject to compromisethe approval of the indemnified party, settle or otherwise dispose of such approval not to be unreasonably withheld) to handle and defend the same, if the Indemnitor deems it advisable to do so, all at the expense indemnifying party's sole cost, risk and expense, and (iii) compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the IndemnitorIndemnified Party; provided that the Indemnitor shall not have the right to control the defense of any such claim or proceeding unless it has acknowledged in writing its obligation to indemnify the Indemnified Party fully from all liabilities incurred as a result of such claim or proceeding and then and periodically thereafter provides the Indemnified Party with reasonably sufficient evidence of the ability of the Indemnitor to satisfy any such liabilities. The parties will fully cooperate in any such action, and shall make available to each other any books or records useful for the defense of any such claim or proceeding. If the Indemnitor fails to acknowledge in writing its obligation to defend against or settle such claim or proceeding within twenty (20) days after receiving notice thereof from the Indemnified Party (or such shorter time specified in the notice as the circumstances of the matter may dictate), the Indemnified Party shall be free to dispose of the matter, at the expense of the Indemnitor, in any way in which the Indemnified Party deems to be in its best interest. All payments made pursuant to Section 11.1 of this Agreement or pursuant to any other claim for indemnification hereunder shall be treated as an adjustment to the Purchase Price.

Conduct of Proceedings. If In case any claim or proceeding covered by the foregoing agreements (including governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to indemnify and hold harmless shall ariseClause 13.1 (Indemnification), the party who seeks indemnification such person (the "Indemnified PartyPerson") shall give written notice thereof to promptly notify the other party person against whom such indemnity may be sought (the "IndemnitorIndemnifying Person") promptly after and shall take such action and give such information and access to personnel, documents and records to the Indemnifying Person and its professional advisers as the Indemnifying Person may reasonably request, and at the request of the Indemnifying Person, allow the Indemnifying Person to take the sole conduct of such proceeding as the Indemnifying Person may reasonably deem appropriate in connection with such proceeding in the name of the Indemnified Party learns Person. In such event, the Indemnified Person shall make no admission of liability, agreement, settlement or compromise with any third party in relation to any such proceeding or adjudication thereof without the prior written consent of the existence of such claim or proceeding; provided, however, that Indemnifying Person and the Indemnified Party's failure to give the Indemnitor prompt notice shall not bar the Indemnified Party's right to indemnification unless such failure Person has materially prejudiced the Indemnitor's ability to defend the claim or proceeding. The Indemnitor shall have the right to employ counsel reasonably acceptable to such information and consultation concerning the Indemnified Party to defend against development and defence of any such claim litigation or proceedingthreatened litigation as it sees fit, or to compromise, settle or otherwise dispose of the same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor; provided that the Indemnitor shall not have and reserves the right to control re-assume the defense defence of any such action at any time. The Indemnifying Person will not settle any proceeding in respect of which indemnity may be sought pursuant to Clause 13.1 (Indemnification)without the prior written consent of the relevant Indemnified Party, which consent shall not be unreasonably withheld, unless such settlement includes an unconditional release of each Indemnified Party from all liability arising out of such proceeding, action, claim or proceeding unless it has acknowledged in writing its obligation demand and does not include a statement as to indemnify the admission of fault, culpability or failure to act by or on behalf of an Indemnified Party fully from all liabilities incurred as a result of such claim or proceeding and then and periodically thereafter provides the Indemnified Party with reasonably sufficient evidence of the ability of the Indemnitor to satisfy any such liabilities. The parties will fully cooperate in any such action, and shall make available to each other any books or records useful for the defense of any such claim or proceeding. If the Indemnitor fails to acknowledge in writing its obligation to defend against or settle such claim or proceeding within twenty (20) days after receiving notice thereof from the Indemnified Party (or such shorter time specified in the notice as the circumstances of the matter may dictate), the Indemnified Party shall be free to dispose of the matter, at the expense of the Indemnitor, in any way in which the Indemnified Party deems to be in its best interestPerson.

Conduct of Proceedings. If any claim or proceeding covered by ---------------------- the foregoing agreements to indemnify and hold harmless shall arise, the party who seeks indemnification (the "Indemnified Party") shall give written notice thereof to the other party (the "Indemnitor") promptly after the Indemnified Party learns of the existence of such claim or proceeding; provided, however, that the Indemnified Party's failure to give the Indemnitor prompt notice shall not bar the Indemnified Party's right to indemnification unless such failure has materially prejudiced the Indemnitor's ability to defend the claim or proceeding. The Indemnitor shall have the right to employ counsel reasonably acceptable to the Indemnified Party to defend against any such claim or proceeding, or to compromise, settle or otherwise dispose of the same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor; provided that the Indemnitor shall not have the right to control the defense of any such claim or proceeding unless it has acknowledged in writing its obligation to indemnify the Indemnified Party fully from all liabilities incurred as a result of such claim or proceeding and then and periodically thereafter provides the Indemnified Party with reasonably sufficient evidence of the ability of the Indemnitor to satisfy any such liabilities. The parties will fully cooperate in any such action, and shall make available to each other any books or records useful for the defense of any such claim or proceeding. If the Indemnitor fails to acknowledge in writing its obligation to defend against or settle such claim or proceeding within twenty (20) days after receiving notice thereof from the Indemnified Party (or such shorter time specified in the notice as the circumstances of the matter may dictate), the Indemnified Party shall be free to dispose of the matter, at the expense of the Indemnitor, in any way in which the Indemnified Party deems to be in its best interest.

Conduct of Proceedings. If any claim or proceeding covered by the foregoing agreements to indemnify and hold harmless shall arise, the party who seeks indemnification (the "Indemnified PartyINDEMNIFIED PARTY") shall give written notice thereof to the other party (the "IndemnitorINDEMNITOR") promptly after the Indemnified Party learns of the existence of such claim or proceeding; providedPROVIDED, howeverHOWEVER, that the Indemnified Party's failure to give the Indemnitor prompt notice shall not bar the Indemnified Party's right to indemnification unless such failure has materially prejudiced the Indemnitorlndemnitor's ability to defend the claim or proceeding. The Indemnitor shall have the right to employ counsel reasonably acceptable to the Indemnified Party to defend against any such claim or proceeding, or to compromise, settle or otherwise dispose of the same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor; provided that the Indemnitor shall not have the right to control the defense of any such claim or provided that the Indemnitor shall not have the right to control proceeding unless it has acknowledged in writing its obligation to indemnify the Indemnified Party fully from all liabilities incurred as a result of such claim or proceeding and then and periodically thereafter provides has provided the Indemnified Party with reasonably sufficient evidence of the ability of the Indemnitor to satisfy any such liabilities. The parties will fully cooperate in any such action, and shall make available to each other any books or records useful for the defense of any such claim or proceeding. If the Indemnitor fails to acknowledge in writing its obligation to defend against or settle such claim or proceeding within twenty (20) days after receiving notice thereof from the Indemnified Party (or such shorter time specified in the notice as the circumstances of the matter may dictate), the Indemnified Party shall be free to dispose of the matter, at the expense of the Indemnitor, in any way in which the Indemnified Party deems to be in its best interest.