Common use of Control of Defense Clause in Contracts

Control of Defense. As a condition precedent to any indemnification obligations hereunder, any entity entitled to indemnification under this Article 9 shall give written notice to the indemnifying Party of any Claims that may be subject to indemnification, promptly after learning of such Claim. If such Claim falls within the scope of the indemnification obligations of this Article 9, then the indemnifying Party shall assume the defense of such Claim with counsel reasonably satisfactory to the indemnified Party. The indemnified Party shall cooperate with the indemnifying Party in such defense. The indemnified Party may, at its option and expense, be represented by counsel of its choice in any action or proceeding with respect to such Claim. The indemnifying Party shall not be liable for any litigation costs or expenses incurred by the indemnified Party without the indemnifying Party’s written consent, such consent not to be unreasonably withheld. The indemnifying Party shall not settle any such Claim if such settlement (a) does not fully and unconditionally release the indemnified Party from all liability relating thereto or (b) adversely impacts the exercise of the rights granted to the indemnified Party under this Agreement, unless the indemnified Party otherwise agrees in writing.

Control of Defense. As In the event a condition precedent to any indemnification obligations hereunder, any entity entitled to party seeks indemnification under Section 7.1 or 7.2, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after such party (the “Indemnified Party”) receives notice of the claim (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a claim as provided in this Article 9 Section 7.3 shall give written notice not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the indemnifying extent that such Indemnifying Party of any Claims that may be subject to indemnification, promptly after learning is actually damaged as a result of such Claim. If such Claim falls within failure to give notice), shall permit the scope Indemnifying Party to assume direction and control of the indemnification obligations of this Article 9, then the indemnifying Party shall assume the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim. The Indemnified Party shall not agree to any settlement of such Claim with counsel reasonably satisfactory to action, suit, proceeding or claim without the indemnified prior written consent of the Indemnifying Party. The indemnified Party shall cooperate with the indemnifying Party in such defense. The indemnified Party may, at its option and expense, be represented by counsel of its choice in any action or proceeding with respect to such Claim. The indemnifying Indemnifying Party shall not be liable for agree to any litigation costs settlement of such action, suit, proceeding or expenses incurred by the indemnified Party without the indemnifying Party’s written consent, such claim or consent not to be unreasonably withheld. The indemnifying Party shall not settle any such Claim if such settlement (a) judgment in respect thereof that does not fully include a complete and unconditionally unconditional release of the indemnified Indemnified Party from all liability relating thereto with respect thereto, that imposes any liability or (b) adversely impacts obligation on the exercise Indemnified Party or that acknowledges fault by the Indemnified Party; in each case, without the prior written consent of the rights granted to the indemnified Party under this Agreement, unless the indemnified Party otherwise agrees in writingIndemnified Party.

Control of Defense. As a condition precedent to any indemnification obligations hereunder, any Any entity entitled to indemnification under this Article 9 8 shall give written notice to the indemnifying Party of any Third Party Claims that may be subject to indemnification, promptly after learning of such Third Party Claim. If Within a reasonable time after receiving such Claim falls within the scope of the indemnification obligations of this Article 9notice, then the indemnifying Party shall assume the defense of such Claim Third Party Claims with counsel reasonably satisfactory to the indemnified Party. The indemnified Party shall cooperate with the indemnifying Party in such defense. The indemnified Party may, at its option and expense, be represented by counsel of its choice in any action or proceeding with respect to such Third Party Claim. The indemnifying Party shall not be liable for any litigation costs or expenses incurred by the indemnified Party without the indemnifying Party’s written consent, such consent not to be unreasonably withheld. The indemnifying Party shall not settle any such Third Party Claim if such settlement (a) does not fully and unconditionally release the indemnified Party from all liability relating thereto or (b) adversely impacts the exercise of the rights granted to the indemnified Party under this AgreementAgreement in a material way, unless the indemnified Party otherwise agrees in writing. The indemnified Party shall not settle any Third Party Claim for which indemnification is sought hereunder without the prior written consent of the indemnifying Party.

Control of Defense. As a condition precedent to any indemnification obligations hereunder, any entity entitled to indemnification under this Article 9 shall give written notice to the indemnifying Party of any Claims that may be subject to indemnification, promptly after learning of such Claim. If such Claim falls within the scope of the indemnification obligations of this Article 9, then the indemnifying Party shall assume the defense of such Claim with counsel reasonably satisfactory to the indemnified Party. The indemnified Party shall cooperate with the indemnifying Party in such defense. The indemnified Party may, at its option and expense, be represented by counsel of its choice in any action or proceeding with respect to such Claim. The indemnifying Party shall not be liable for any litigation costs or expenses incurred by the indemnified Party without the indemnifying Party’s written consent, such consent not to be unreasonably withheld. The indemnifying Party shall not settle any such Claim if such settlement (a) does not fully and unconditionally release the indemnified Party from all liability relating thereto or (b) adversely impacts the exercise of the rights granted to the indemnified Party under this Agreement, unless the indemnified Party otherwise agrees in writing.. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. EXECUTION VERSION

Control of Defense. As a condition precedent to any indemnification obligations hereunder, any Any entity entitled to indemnification under this Article 9 18 shall give written notice to the indemnifying Party of any Claims that may be subject to indemnification, promptly after learning of such Claim. If Within a reasonable time after receiving such Claim falls within the scope of the indemnification obligations of this Article 9notice, then the indemnifying Party shall assume the defense of such Claim with counsel reasonably satisfactory to the indemnified Party. The indemnified Party shall cooperate with the indemnifying Party in such defense. The indemnified Party may, at his or its option and expense, be represented by counsel of his or its choice in any action or proceeding with respect to such Claim. The indemnifying Party shall not be liable for any litigation costs or expenses incurred by the indemnified Party without the indemnifying Party’s written consent, such consent not to be unreasonably withheld. The indemnifying Party shall not settle any such Claim if such settlement (a) does not fully and unconditionally release the indemnified Party from all liability relating thereto or (b) adversely impacts the exercise of the rights granted to the indemnified Party under this Agreement, unless the indemnified Party otherwise agrees in writing.

Control of Defense. As a condition precedent to any indemnification obligations hereunder, any Any entity entitled to indemnification under this Article ‎Article 9 shall give written notice to the indemnifying Party of any Claims that may be subject to indemnification, promptly after learning of such Claim; provided, however, that failure to provide such notice shall not relieve the indemnifying Party of its indemnification obligation hereunder, except and only to the extent that the indemnifying Party actually is prejudiced as a direct result of such failure to provide notice. If Within a reasonable time after receiving such Claim falls within the scope of the indemnification obligations of this Article 9notice, then the indemnifying Party shall assume the defense of such Claim Claims with counsel reasonably satisfactory to the indemnified Party. The indemnified Party shall cooperate with the indemnifying Party in such defense. The indemnified Party may, at its option and expense, be represented by counsel of its choice in any action or proceeding with respect to such Claim. The indemnifying Party shall not be liable for any litigation costs or expenses incurred by the indemnified Party without the indemnifying Party’s written consent, such consent not to be unreasonably withheld. The indemnifying Party shall not settle any such Claim if such settlement (a) does not fully and unconditionally release the indemnified Party from all liability relating thereto or (b) adversely impacts the exercise of the rights granted to the indemnified Party under this Agreement, unless the indemnified Party otherwise agrees in writing.

Control of Defense. As a condition precedent to any indemnification obligations hereunder, any Any entity entitled to indemnification under this Article 9 8 shall give written notice to the indemnifying Party of any Claims that may be subject to indemnification, promptly after learning of such Claim. If Within a reasonable time after receiving such Claim falls within the scope of the indemnification obligations of this Article 9notice, then the indemnifying Party shall assume the defense of such Claim Claims with counsel reasonably satisfactory to the indemnified Party. The indemnified Party shall cooperate with the indemnifying Party in such defense. The indemnified Party may, at its option and expense, be represented by counsel of its choice in any action or proceeding with respect to such Claim. The indemnifying Party shall not be liable for any litigation costs or expenses incurred by the indemnified Party without the indemnifying Party’s written consent, such consent not to be unreasonably withheld. The indemnifying Party shall not settle any such Claim if such settlement (a) does not fully and unconditionally release the indemnified Party from all liability relating thereto or (b) adversely impacts the exercise of the rights granted to the indemnified Party under this Agreement, unless the indemnified Party otherwise agrees in writing.

Control of Defense. As In the event a condition precedent to any indemnification obligations hereunder, any entity entitled to party seeks indemnification under Section 10.1 or 10.2, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after such party (the “Indemnified Party”) receives notice of the claim (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a claim as provided in this Article 9 Section 10.3 shall give written notice not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the indemnifying extent that such Indemnifying Party of any Claims that may be subject to indemnification, promptly after learning is actually damaged as a result of such Claim. If such Claim falls within failure to give notice), shall permit the scope Indemnifying Party to assume direction and control of the indemnification obligations of this Article 9, then the indemnifying Party shall assume the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim. The Indemnified Party shall not agree to any settlement of such Claim with counsel reasonably satisfactory to action, suit, proceeding or claim without the indemnified prior written consent of the Indemnifying Party. The indemnified Party shall cooperate with the indemnifying Party in such defense. The indemnified Party may, at its option and expense, be represented by counsel of its choice in any action or proceeding with respect to such Claim. The indemnifying Indemnifying Party shall not be liable for agree to any litigation costs settlement of such action, suit, proceeding or expenses incurred by the indemnified Party without the indemnifying Party’s written consent, such claim or consent not to be unreasonably withheld. The indemnifying Party shall not settle any such Claim if such settlement (a) judgment in respect thereof that does not fully include a complete and unconditionally unconditional release of the indemnified Indemnified Party from all liability relating thereto with respect thereto, that imposes any liability or (b) adversely impacts obligation on the exercise Indemnified Party or that acknowledges fault by the Indemnified Party; in each case, without the prior written consent of the rights granted to the indemnified Party under this Agreement, unless the indemnified Party otherwise agrees in writingIndemnified Party.

Control of Defense. As a condition precedent to any indemnification obligations hereunder, any entity entitled to indemnification under this Article 9 shall give written notice to the indemnifying Party of any Claims that may be subject to indemnification, promptly after learning of such Claim. If such Claim falls within the scope of the indemnification obligations of this Article 9, then the indemnifying Party shall assume the defense of such Claim with counsel reasonably satisfactory to the indemnified Party. The indemnified Party shall cooperate with the indemnifying Party in such defense. The indemnified Party may, at its option and expense, be represented by counsel of its choice in any action or proceeding with respect to such Claim. The indemnifying Party shall not be liable for any litigation costs or expenses incurred by the indemnified Party without the indemnifying Party’s written consent, such consent not to be unreasonably withheld. The indemnifying Party shall not settle any such Claim if such settlement (a) does not fully and unconditionally release the indemnified Party from all liability relating thereto or (b) adversely impacts the exercise of the rights granted to the indemnified Party under this Agreement, unless the indemnified Party otherwise agrees in writing. Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.

Control of Defense. As a condition precedent to any indemnification obligations hereunder, any Any entity entitled to indemnification under this Article 9 12 shall (i) give written notice to the indemnifying Party of any Claims Losses that may be subject to indemnification, promptly after learning of such Claim. If Losses, and (ii) cooperate fully with the indemnifying Party in connection with the investigation and defense of such Claim falls within the scope of the indemnification obligations of this Article 9claim or lawsuit, then and the indemnifying Party shall assume the defense of such Claim Losses with counsel reasonably satisfactory to the indemnified Party. The indemnified Party shall cooperate with If such defense is assumed by the indemnifying Party with [ * ] = Certain confidential information contained in such defensethis document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The indemnified Party maycounsel so selected, at its option and expense, be represented by counsel of its choice in any action or proceeding with respect to such Claim. The the indemnifying Party shall will not be liable subject to any liability for any litigation costs or expenses incurred settlement of such Losses made by the indemnified Party without the indemnifying Party’s written consent, its consent (but such consent will not to be unreasonably withheld. The indemnifying Party shall withheld or delayed), and will not settle be obligated to pay the fees and expenses of any such Claim if such settlement (a) does not fully and unconditionally release separate counsel retained by the indemnified Party from all liability relating thereto or (b) adversely impacts the exercise of the rights granted with respect to the indemnified Party under this Agreement, unless the indemnified Party otherwise agrees in writingsuch Losses.

Control of Defense. As a condition precedent to any indemnification obligations hereunder, any Any entity entitled to indemnification under Section 11.1 or Section 11.2 of this Article 9 Agreement shall give written notice to the indemnifying Party of any Third Party Claims that may be subject to indemnification, promptly after learning of such Third Party Claim. If Within a reasonable time after receiving such Claim falls within the scope of the indemnification obligations of this Article 9notice, then the indemnifying Party shall assume the defense of such Claim Third Party Claims with counsel reasonably satisfactory to the indemnified Party. The indemnified Party shall cooperate with the indemnifying Party in such defense. The indemnified Party may, at its option and expense, be represented by counsel of its choice in any action or proceeding with respect to such Third Party Claim. The indemnifying Party shall not be liable for any litigation costs or expenses incurred by the indemnified Party without the indemnifying Party’s written consent, such consent not to be unreasonably withheld. The indemnifying Party shall not settle any such Third Party Claim if such settlement (a) does not fully and unconditionally release the indemnified Party from all liability relating thereto or thereto, (b) adversely impacts the exercise of the rights granted to the indemnified Party under this AgreementAgreement in a material way, or (c) admits liability on the part of the indemnified Party, unless the indemnified Party otherwise agrees in writing. The indemnified Party shall not settle any Third Party Claim for which indemnification is sought hereunder without the prior written consent of the indemnifying Party.

Control of Defense. As In the event a condition precedent Party seeks indemnification under Article XIII, it shall inform the other Party (the “Indemnifying Party”) of a claim as soon as Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to any indemnification obligations hereunderthe Company’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, any entity as amended. reasonably practicable after it receives notice of the claim, shall permit the Indemnifying Party to assume direction and control of the defense of the claim (including the right to settle the claim solely for monetary consideration and with an unconditional release of claims against the indemnitee), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim. The indemnitee shall be entitled to indemnification under this Article 9 shall give written notice to participate, at its own expense and with its own counsel, in the indemnifying Party defense of any Claims that may be subject to indemnification, promptly after learning of such Claim. If such Claim falls within indemnified claim and the scope of the indemnification obligations of this Article 9, then the indemnifying Indemnifying Party shall not settle or compromise any such matter in any manner which would have an adverse effect upon the indemnitee without such indemnitee’s consent, which shall not be unreasonably withheld or delayed. In addition, if the Indemnifying Party believes that it is not obligated to provide indemnity as to a matter as to which it is requested to do so by an indemnitee and promptly so notifies the indemnitee, the indemnitee may either take action to enforce its rights hereunder or assume the defense of such Claim claim with its own counsel reasonably satisfactory to the indemnified Party. The indemnified Party shall cooperate with the indemnifying Party in such defense. The indemnified Party may, at its option and own expense, provided that the Indemnifying Party will be represented by counsel responsible for the payment of its choice in any action or proceeding with respect such expenses if it is ultimately determined such indemnitee was entitled to such Claim. The indemnifying Party shall not be liable for any litigation costs or expenses incurred by the indemnified Party without the indemnifying Party’s written consent, such consent not to be unreasonably withheld. The indemnifying Party shall not settle any such Claim if such settlement (a) does not fully and unconditionally release the indemnified Party from all liability relating thereto or (b) adversely impacts the exercise of the rights granted to the indemnified Party under this Agreement, unless the indemnified Party otherwise agrees in writingindemnification hereby.

Control of Defense. As a condition precedent to any indemnification obligations hereunder, any entity entitled to indemnification under this Article 9 shall give written notice to the indemnifying Party of any Claims that may be subject to indemnification, promptly after learning of such Claim. If such Claim falls within the scope of the indemnification obligations of this Article 9, then the indemnifying Party shall assume the defense of such Claim with counsel reasonably satisfactory to the indemnified Party. The Portions herein identified by [*****] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission. indemnified Party shall cooperate with the indemnifying Party in such defense. The indemnified Party may, at its option and expense, be represented by counsel of its choice in any action or proceeding with respect to such Claim. The indemnifying Party shall not be liable for any litigation costs or expenses incurred by the indemnified Party without the indemnifying Party’s written consent, such consent not to be unreasonably withheld. The indemnifying Party shall not settle any such Claim if such settlement (a) does not fully and unconditionally release the indemnified Party from all liability relating thereto or (b) adversely impacts the exercise of the rights granted to the indemnified Party under this Agreement, unless the indemnified Party otherwise agrees in writing.

Control of Defense. As a condition precedent to any indemnification obligations hereunder, any Any entity entitled to indemnification under this Article 9 shall give written notice to the indemnifying Party of any Third Party Claims that may be subject to indemnification, promptly after learning of such Third Party Claim. If Within a reasonable time after receiving such Claim falls within the scope of the indemnification obligations of this Article 9notice, then the indemnifying Party shall assume the defense of such Claim Third Party Claims with counsel reasonably satisfactory to the indemnified Party. The indemnified Party shall cooperate with the indemnifying Party in such defense. The indemnified Party may, at its option and expense, be represented by counsel of its choice in any action or proceeding with respect to such Third Party Claim. The indemnifying Party shall not be liable for any litigation costs or expenses incurred by the indemnified Party without the indemnifying Party’s written consent, such consent not to be unreasonably withheld. The indemnifying Party shall not settle any such Third Party Claim if such settlement (a) does not fully and unconditionally release the indemnified Party from all liability relating thereto or (b) adversely impacts the exercise of the rights granted to the indemnified Party under this AgreementAgreement in a material way, unless the indemnified Party otherwise agrees in writing. The indemnified Party shall not settle any Third Party Claim for which indemnification is sought hereunder without the prior written consent of the indemnifying Party.

Control of Defense. As a condition precedent to any indemnification obligations hereunder, any Any entity entitled to indemnification under this Article 9 7 shall give written notice to the indemnifying Party party of any Claims Claim that may be subject to indemnificationindemnification hereunder, promptly after learning of such Claim. If such Claim falls within the scope of the indemnification obligations of this Article 9, then and the indemnifying Party party shall assume (and have the right to control) the defense of such Claim with counsel reasonably satisfactory to the indemnified Partyparty. The indemnified Party shall cooperate with If such defense is assumed by the indemnifying Party in party with counsel so selected, the indemnifying party will not be subject to any liability for any settlement of such defense. The Losses made by the indemnified Party mayparty without the indemnifying party’s consent (but such consent will not be unreasonably withheld or delayed), at its option and expense, will not be represented obligated to pay the fees and expenses of any separate counsel retained by counsel of its choice in any action or proceeding the indemnified party with respect to such ClaimLosses. The indemnifying Party xxxxx shall not be liable settle any Claim other than solely for any litigation costs or expenses incurred the payment of money by such indemnifying party without the indemnified Party without the indemnifying Partyparty’s written consent, such consent not to be unreasonably delayed or withheld. The indemnified party shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Claim defended by the indemnifying Party party. The indemnified party shall not settle any such Claim if such settlement (a) does not fully and unconditionally release reasonably cooperate with the indemnified Party from all liability relating thereto or (b) adversely impacts the exercise of the rights granted indemnifying party with respect to the indemnified Party under this Agreement, unless the indemnified Party otherwise agrees in writingdefense of any Claim.

Control of Defense. As In the event a condition precedent to any indemnification obligations hereunder, any entity entitled to party seeks indemnification under Section 10.1 or 10.2, it shall inform the other party (the “Indemnifying Party”) of a claim as soon as reasonably practicable after such party (the “Indemnified Party”) receives notice of the claim (it being understood and agreed, however, that the failure by an Indemnified Party to give notice of a claim as provided in this Article 9 Section 10.3 shall give written notice not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the indemnifying extent that such Indemnifying Party of any Claims that may be subject to indemnification, promptly after learning is actually damaged as a result of such Claim. If such Claim falls within failure to give notice), shall permit the scope Indemnifying Party to assume direction and control of the indemnification obligations of this Article 9, then the indemnifying Party shall assume the defense of the claim (including the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at the expense of the Indemnifying Party) in the defense of the claim. The Indemnified Party shall not agree to any settlement of such Claim with counsel reasonably satisfactory to action, suit, proceeding or claim without the indemnified prior written consent of the Indemnifying Party. The indemnified Party shall cooperate with the indemnifying Party in such defense. The indemnified Party may, at its option and expense, be represented by counsel of its choice in any action or proceeding with respect to such Claim. The indemnifying Indemnifying Party shall not be liable for agree to any litigation costs settlement of such action, suit, proceeding or expenses incurred by the indemnified Party without the indemnifying Party’s written consent, such claim or consent not to be unreasonably withheld. The indemnifying Party shall not settle any such Claim if such settlement (a) judgment in respect thereof that does not fully include a complete and unconditionally unconditional release of the indemnified Indemnified Party from all liability relating thereto with respect thereto, that imposes any liability or (b) adversely impacts obligation on the exercise Indemnified Party or that acknowledges fault by the Indemnified Party; in each case, without the prior written consent of the rights granted to the indemnified Party under this Agreement, unless the indemnified Party otherwise agrees in writing.Indemnified Party. Execution Copy

Control of Defense. As a condition precedent to any indemnification obligations hereunder, any Any entity entitled to indemnification under this Article 9 10 shall give written notice to the indemnifying Party of any Claims Losses that may be subject to indemnification, promptly after learning of such Claim. If such Claim falls within the scope of the indemnification obligations of this Article 9Losses, then and the indemnifying Party shall assume the defense of such Claim Losses with counsel reasonably satisfactory to the indemnified Party. If such defense is assumed by the indemnifying Party with counsel so selected, the indemnifying Party will not be subject to any liability for any settlement of such Losses made by the indemnified Party without its consent (but such consent will not be unreasonably withheld or delayed), and will not be obligated to pay the fees and expenses of any separate counsel retained by the indemnified Party with respect to such Losses. The indemnified Party shall provide the indemnifying Party with all information in its possession (except to the extent the provision of such information would waive privileges pertaining to attorney-client communications or attorney work product) and all assistance reasonably necessary to enable the indemnifying Party to carry on the defense of any such Losses. The indemnified Party shall cooperate with the indemnifying Party in the defense of such defenseclaim or suit. The indemnified Party mayIn no event, at its option and expensehowever, be represented by counsel of its choice in any action or proceeding with respect to such Claim. The may the indemnifying Party shall not be liable for compromise or settle any litigation costs claim or expenses incurred by suit in a manner which admits fault or negligence on the part of the indemnified Party without the indemnifying Party’s prior written consent, such consent not to be unreasonably withheld. The indemnifying Party shall not settle any such Claim if such settlement (a) does not fully and unconditionally release of the indemnified Party from all liability relating thereto or (b) adversely impacts the exercise of the rights granted to the indemnified Party under this Agreement, unless the indemnified Party otherwise agrees in writingParty.

Control of Defense. As a condition precedent to any indemnification obligations hereunder, any entity entitled to indemnification under this Article 9 shall give written notice to the indemnifying Party of any Claims that may be subject to indemnification, promptly after learning of such Claim. If such Claim falls within the scope of the indemnification obligations of this Article 9, then the indemnifying Party shall assume the defense of such Claim with counsel reasonably satisfactory to the indemnified Party. The indemnified Party shall cooperate with the indemnifying Party in such defense. The indemnified Party may, at its option and expense, be represented by counsel of its choice in any action or proceeding with respect to such Claim. The indemnifying Party shall not be liable for any litigation costs or expenses incurred by the indemnified Party without the indemnifying Party’s written consent, such consent not to be unreasonably withheld. The indemnifying Party shall not settle any such Claim if such settlement (a) does not fully and unconditionally release the indemnified Party from all liability relating thereto or (b) adversely impacts the exercise of the rights granted to the indemnified Party under this Agreement, unless the indemnified Party otherwise agrees in writing. ***** CONFIDENTIAL MATERIAL REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION.

Control of Defense. As a condition precedent to any indemnification obligations hereunder, any entity entitled to indemnification under this Article 9 7 shall give written notice to the indemnifying Party of any Claims that may be subject to indemnification, promptly after learning of such Claim. If such Claim falls within the scope of the indemnification obligations of this Article 97, then the indemnifying Party shall assume the defense of such Claim with counsel reasonably satisfactory to the indemnified Party. The indemnified Party shall cooperate with the indemnifying Party in such defense. The indemnified Party may, at its option and expense, be represented by counsel of its choice in any action or proceeding with respect to such Claim. The indemnifying Party shall will not be liable for any litigation costs or expenses incurred by the indemnified Party without the indemnifying Party’s prior written consent, such consent not to be unreasonably withheld. The indemnifying Party shall not settle any such Claim if such settlement (a) does not fully and unconditionally release the indemnified Party from all liability relating thereto or (b) adversely impacts the exercise of the rights granted to the indemnified Party under this Agreement, unless the indemnified Party otherwise agrees in writing.

Control of Defense. As a condition precedent to any indemnification obligations hereunder, any entity entitled to indemnification under this Article 9 shall give written notice to the indemnifying Party of any Claims that may be subject to indemnification, promptly after learning of such Claim. If such Claim falls within the scope of the indemnification obligations of this Article 9, then the indemnifying Party shall assume the defense of such Claim with counsel reasonably satisfactory to the indemnified Partyand control such defense. The indemnified Party shall cooperate with the indemnifying Party in such defense. The Without limiting the indemnifying Party’s right to control the defense of a Claim, the indemnified Party may, at its option and expense, be represented by counsel of its choice in any action or proceeding with respect to such Claim. The indemnifying Party shall not be liable for any litigation costs or expenses incurred by the indemnified Party without the indemnifying Party’s written consent, such consent not to be unreasonably withheldprovided in the indemnifying Party’s sole discretion. The indemnifying Party shall not settle any such Claim if such settlement (a) does not fully and unconditionally release the indemnified Party from all liability relating thereto or (b) adversely impacts the exercise of the rights granted to the indemnified Party under this Agreement, unless the indemnified Party otherwise agrees in writing.

Control of Defense. As a condition precedent to any indemnification obligations hereunder, any entity entitled to indemnification under this Article ARTICLE 9 shall give written notice to the indemnifying Party of any Claims that may be subject to indemnification, promptly after learning of such Claim. If such Claim falls within the scope of the indemnification obligations of this Article ARTICLE 9, then the indemnifying Party shall assume the defense of such Claim with counsel reasonably satisfactory to the indemnified Party. The indemnified Party shall cooperate with the indemnifying Party in such defense. The indemnified Party may, at its option and expense, be represented by counsel of its choice in any action or proceeding with respect to such Claim. The indemnifying Party shall not be liable for any litigation costs or expenses incurred by the indemnified Party without the indemnifying Party’s written consent, such consent not to be unreasonably withheld. The indemnifying Party shall not settle any such Claim if such settlement (a) does not fully and unconditionally release the indemnified Party from all liability relating thereto or (b) adversely impacts the exercise of the rights granted to the indemnified Party under this Agreement, unless the indemnified Party otherwise agrees in writing.

Control of Defense. As a condition precedent to any indemnification obligations hereunder, any Any entity entitled to indemnification under this Article 9 11 shall give written notice to the indemnifying Party party of any Claims Losses that may be subject to indemnification, promptly after learning of such Claim. If such Claim falls within the scope of the indemnification obligations of this Article 9Losses, then and the indemnifying Party party shall assume the defense of such Claim Losses with counsel reasonably satisfactory to the indemnified Partyparty. The indemnified Party shall cooperate with If such defense is assumed by the indemnifying Party in party with counsel so selected, the indemnifying party will not be subject to any liability for any settlement of such defense. The Losses made by the indemnified Party mayparty without its consent (but such consent will not be unreasonably withheld or delayed), at its option and expense, will not be represented obligated to pay the fees and expenses of any separate counsel retained by counsel of its choice in any action or proceeding the indemnified party with respect to such ClaimLosses. The indemnified party shall provide the indemnifying Party shall not be liable for party with all information in its possession and all assistance reasonably necessary to enable the indemnifying party to carry on the defense of any litigation costs or expenses incurred by such Losses. Without the prior written consent of the other party, neither the indemnified Party without party nor the indemnifying Party’s written consent, such consent not party shall agree to be unreasonably withheld. The indemnifying Party shall not settle any such Claim if such settlement (a) that does not fully and unconditionally include a complete release the indemnified Party of such other party from all liability relating with respect thereto or (b) adversely impacts the exercise of the rights granted to the indemnified Party under this Agreementthat imposes any liability, unless the indemnified Party otherwise agrees in writingobligation or restriction on such other party.

Control of Defense. As a condition precedent to any indemnification obligations hereunder, any Any entity entitled to indemnification under this Article 9 8 shall give written notice to the indemnifying Party party of any Claims Claim that may be subject to indemnificationindemnification hereunder, promptly after learning of such Claim. If such Claim falls within the scope of the indemnification obligations of this Article 9, then and the indemnifying Party party shall assume (and have the right to control) the defense of such Claim with counsel reasonably satisfactory to the indemnified Partyparty. The indemnified Party shall cooperate with If such defense is assumed by the indemnifying Party in party with counsel so selected, the indemnifying party will not be subject to any liability for any settlement of such defense. The Losses made by the indemnified Party mayparty without the indemnifying party’s consent (but such consent will not be unreasonably withheld or delayed), at its option and expense, will not be represented obligated to pay the fees and expenses of any separate counsel retained by counsel of its choice in any action or proceeding the indemnified party with respect to such ClaimLosses. The indemnifying Party party shall not be liable settle any Claim other than solely for any litigation costs or expenses incurred the payment of money by such indemnifying party without the indemnified Party without the indemnifying Partyparty’s written consent, such consent not to be unreasonably delayed or withheld. The indemnified party shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Claim defended by the indemnifying Party party. The indemnified party shall not settle any such Claim if such settlement (a) does not fully and unconditionally release reasonably cooperate with the indemnified Party from all liability relating thereto or (b) adversely impacts the exercise of the rights granted indemnifying party with respect to the indemnified Party under this Agreement, unless the indemnified Party otherwise agrees in writingdefense of any Claim.

Control of Defense. As a condition precedent to any indemnification obligations hereunder, any Any entity entitled to indemnification under this Article 9 Section 8.4 shall give written notice to the indemnifying Party party of any Claims Claim or Loss that may be subject to indemnification, promptly after learning of such Claim. If such Claim falls within the scope of the indemnification obligations of this Article 9, then or Loss (provided that any failure to so notify the indemnifying Party party shall only limit the indemnified party’s rights under this Section 8.4 to the extent that the indemnifying party is materially prejudiced by such failure), and the indemnifying party shall assume the defense of such the applicable Claim with counsel reasonably satisfactory to the indemnified Partyparty. The indemnified Party party shall cooperate with the indemnifying Party party in such defense. The indemnified Party party may, at its option and expense, be represented by counsel of its choice in any action or proceeding with respect to any such ClaimClaim or Loss. The indemnifying Party party shall not be liable for any litigation or other costs or expenses incurred by the indemnified Party party without the indemnifying Partyparty’s written consent, such consent not to be unreasonably withheld. The indemnifying Party party shall not settle any such Claim or Loss if such settlement settlement: (ai) does not fully and unconditionally release the indemnified Party party from all liability relating thereto thereto; or (bii) adversely impacts the exercise of the rights granted to the indemnified Party party under this Agreement, unless the indemnified Party party otherwise agrees in writing.

Control of Defense. As a condition precedent to any indemnification obligations hereunder, any Any entity entitled to indemnification under this Article 9 11 shall give written notice to the indemnifying Party of any Claims Losses that may be subject to indemnification, promptly after learning of such Claim. If such Claim falls within the scope of the indemnification obligations of this Article 9Losses, then and the indemnifying Party shall assume the defense of such Claim Losses with counsel reasonably satisfactory to the indemnified Party. The failure of the indemnified Party shall cooperate with to promptly give notice to the indemnifying Party in shall, to the extent the indemnifying Party is actually and materially prejudiced by such defense. The indemnified delay, relieve the indemnifying Party may, at its option and expense, be represented by counsel of its choice in any action or proceeding with respect obligations to the extent of the harm suffered by such Claimdelay. The If such defense is assumed by the indemnifying Party shall with counsel so selected, the indemnifying Party will not be liable subject to any liability for any litigation costs or expenses incurred settlement of such Losses made by the indemnified Party without the indemnifying Party’s written consent, prior consent (but such consent will not to be unreasonably withheldwithheld or delayed), and will not be obligated to pay the fees and expenses of any separate counsel retained by the indemnified Party with respect to such Losses. The indemnified Party shall provide the indemnifying Party with all information in its possession and all assistance reasonably necessary to enable the indemnifying Party to carry on the defense of any such Losses. Without the prior written consent of the other Party, neither the indemnified Party nor the indemnifying Party shall not settle agree to any such Claim if such settlement (a) that does not fully and unconditionally include a complete release the indemnified of such other Party from all liability relating with respect thereto or (b) adversely impacts the exercise of the rights granted to the indemnified Party under this Agreementthat imposes any liability, unless the indemnified Party otherwise agrees in writingobligation or restriction on such other Party.

Control of Defense. As a condition precedent to any indemnification obligations hereunder, any Any entity entitled to indemnification under this Article 9 7 shall give written notice to the indemnifying Party party of any Claims Claim that may be subject to indemnificationindemnification hereunder, promptly after learning of such Claim. If such Claim falls within the scope of the indemnification obligations of this Article 9, then and the indemnifying Party party shall assume (and have the right to control) the defense of such Claim with counsel reasonably satisfactory to the indemnified Partyparty. The indemnified Party shall cooperate with If such defense is assumed by the indemnifying Party in party with counsel so selected, the indemnifying party will not be subject to any liability for any settlement of such defense. The Losses made by the indemnified Party mayparty without the indemnifying party’s consent (but such consent will not be unreasonably withheld or delayed), at its option and expense, will not be represented obligated to pay the fees and expenses of any separate counsel retained by counsel of its choice in any action or proceeding the indemnified party with respect to such ClaimLosses. The indemnifying Party party shall not be liable settle any Claim other than solely for any litigation costs or expenses incurred the payment of money by such indemnifying party without the indemnified Party without the indemnifying Partyparty’s written consent, such consent not to be unreasonably delayed or withheld. The indemnified party shall have the right to participate, at its own expense and with counsel of its choice, in the defense of any Claim defended by the indemnifying Party party. The indemnified party shall not settle any such Claim if such settlement (a) does not fully and unconditionally release reasonably cooperate with the indemnified Party from all liability relating thereto or (b) adversely impacts the exercise of the rights granted indemnifying party with respect to the indemnified Party under this Agreement, unless the indemnified Party otherwise agrees in writingdefense of any Claim.

Control of Defense. As a condition precedent to any indemnification obligations hereunder, any entity entitled to indemnification under this Article 9 shall give written notice to the indemnifying Party of any Claims that may be subject to indemnification, promptly after learning of such Claim. If such Claim falls within the scope of the indemnification obligations of this Article 9, then the indemnifying Party shall assume the defense of such Claim with counsel reasonably satisfactory to the indemnified Party. The indemnified Party shall cooperate with the indemnifying Party in such defense. The indemnified Party may, at its option and expense, be represented by counsel of its choice in any action or proceeding with respect to such Claim. The indemnifying Party shall not be liable for any litigation costs or expenses incurred by the indemnified Party without the indemnifying Party’s written consent, such consent not to be unreasonably withheld. The indemnifying Party shall not settle any such Claim if such settlement (a) does not fully and unconditionally release the indemnified Party from all liability relating thereto or (b) adversely impacts the exercise of the rights granted to the indemnified Party under this Agreement, unless the indemnified Party otherwise agrees in writing.. 9.5

Control of Defense. As a condition precedent to any indemnification obligations hereunder, any entity entitled to indemnification under this Article 9 7 shall give written notice to the indemnifying Party of any Claims that may be subject to indemnification, promptly after learning of such Claim. If such Claim falls within the scope of the indemnification obligations of this Article 97, then the indemnifying Party shall assume the defense of such Claim with counsel reasonably satisfactory to the indemnified Party. The indemnified Party shall cooperate with the indemnifying Party in such defense. The indemnified Party may, at its option and expense, be represented by counsel of its choice in any action or proceeding with respect to such Claim. The indemnifying Party shall not be liable for any litigation costs or expenses incurred by the indemnified Party without the indemnifying Party’s written consent, such consent not to be unreasonably withheld. The indemnifying Party shall not settle any such Claim if such settlement (a) does not fully and unconditionally release the indemnified Party from all liability relating thereto or (b) adversely impacts the exercise of the rights granted to the indemnified Party under this Agreement, unless the indemnified Party otherwise agrees in writing.