Common use of Control of Litigation Clause in Contracts

Control of Litigation. (a) The Indemnitees and Indemnitee Affiliates agree to give prompt notice to the Indemnitors of the assertion of any claim, or the commencement of any suit, action, or proceeding in respect of which indemnity may be sought under Section 8.1(b) or Section 8.1 (c) of this Agreement and of any Loss which any such Indemnitee deems to be within the ambit of Section 8.1(b) or Section 8.1(c) of this Agreement (specifying with reasonable particularity the basis therefor) and will give the Indemnitors such information with respect thereto as the Indemnitors may reasonably request. The Indemnitors may, at their own expense, participate in and, upon notice to such Indemnitee, assume the defense of any such suit, action, or proceeding; provided that the Indemnitors' counsel is reasonably satisfactory to such Indemnitee, the Indemnitors shall thereafter consult with such Indemnitee upon such Indemnitee's reasonable request for such consultation from time to time with respect to such suit, action, or proceeding, and the Indemnitors shall not, without such Indemnitee's consent, which consent shall not be unreasonably withheld, settle or compromise any such suit, action, or claim. If the Indemnitors assume such defense, such Indemnitees shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at their own expense, separate from the counsel employed by the Indemnitors. For any period during which the Indemnitors have not assumed the defense thereof, the Indemnitors shall be liable for the fees and expenses of counsel employed by any Indemnitee; provided, however, that the Indemnitors shall not be liable for the fees or expenses of more than one counsel employed by any Indemnitee in any jurisdiction for all Indemnitees. If the Indemnitees assume the defense thereof, the Indemnitees shall thereafter consult with the Indemnitors upon the Indemnitors' reasonable request for such consultation from time to time with respect to such suit, action, or proceeding and the Indemnitees shall not, without the Indemnitors' consent, which consent shall not be unreasonably withheld, settle or compromise any such suit, action. or claim. Whether or not the Indemnitors choose to defend or prosecute any claim, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Control of Litigation. (a) The Indemnitees Following the Effective Date, AMR shall, in its sole discretion, control and Indemnitee Affiliates agree direct the conduct of any audit or inquiry or any administrative or judicial appeal or other proceeding regarding Spinoff Restructuring Taxes. Further, AMR shall have exclusive authority and control over the investigation, prosecution, defense, and appeal of all Tax litigation relating to give prompt notice or arising in connection with the Spinoff, and may settle or compromise, or consent to the Indemnitors entry of any judgment with respect to any such litigation, without the consent of Sabre. However, AMR and Sabre shall jointly control and direct the conduct of any audit or inquiry or any administrative or judicial appeal or other proceeding related to or arising out of representations 10, 11 or 14 of the Sabre Representation Letter, and neither AMR nor Sabre shall settle or compromise, or consent to the entry of any judgment with respect to any such litigation without the prior written consent of the other. Notwithstanding the foregoing provisions of this Section 5.03: (i) AMR shall promptly notify Sabre of any action or threatened action by any Tax Authority which could give rise to liability or indemnification by Sabre under this agreement; (ii) AMR shall allow a representative of Sabre to participate in any meetings with such Tax Authority and shall allow Sabre reasonable opportunity to review and comment on any submission by AMR to such Tax Authority; and (iii) in the event that a Tax Authority raises a position which, if sustained, would result in a Tax for which Sabre would bear one hundred percent (100%) of the liability (as Indemnitor or otherwise) for such issue, and Sabre acknowledges in writing its agreement that it would be liable for such Tax and provides evidence (reasonably satisfactory to AMR) demonstrating its ability to pay such Tax, AMR shall afford Sabre the opportunity to control the contest of such assertion of any claim, or the commencement of any suit, action, or proceeding in respect of which indemnity may be sought under Section 8.1(b) or Section 8.1 (c) of this Agreement and of any Loss which any such Indemnitee deems to be within the ambit of Section 8.1(b) or Section 8.1(c) of this Agreement (specifying with reasonable particularity the basis therefor) and will give the Indemnitors such information with respect thereto as the Indemnitors may reasonably request. The Indemnitors mayTax, at their its own expense, participate in andsuch manner as Sabre shall reasonably direct, and Sabre shall provide AMR the opportunity to reviw and comment upon notice any materials produced by Sabre pursuant to such Indemnitee, assume the defense of any such suit, action, or proceeding; provided that the Indemnitors' counsel is reasonably satisfactory contest prior to such Indemnitee, the Indemnitors their submission and shall thereafter consult with such Indemnitee upon such Indemnitee's reasonable request for such consultation from time to time with respect to such suit, action, or proceeding, and the Indemnitors shall not, without such Indemnitee's consent, which consent shall not be unreasonably withheld, settle or compromise any such suit, action, or claim. If the Indemnitors assume such defense, such Indemnitees shall have the right (but not the duty) permit AMR to participate in the defense thereof and to employ counsel, at their own expense, separate from the counsel employed by the Indemnitors. For any period during which the Indemnitors have not assumed the defense thereof, the Indemnitors shall be liable for the fees and expenses of counsel employed by meetings with any Indemnitee; provided, however, that the Indemnitors shall not be liable for the fees or expenses of more than one counsel employed by any Indemnitee Tax Authority in any jurisdiction for all Indemnitees. If the Indemnitees assume the defense thereof, the Indemnitees shall thereafter consult with the Indemnitors upon the Indemnitors' reasonable request for such consultation from time to time with respect to such suit, action, or proceeding and the Indemnitees shall not, without the Indemnitors' consent, which consent shall not be unreasonably withheld, settle or compromise any such suit, action. or claim. Whether or not the Indemnitors choose to defend or prosecute any claim, all of the parties hereto shall cooperate in the defense or prosecution thereofconnection therewith.

Control of Litigation. (a) The Indemnitees and Indemnitee Affiliates agree Any indemnified party shall promptly notify the indemnifying party of the commencement of any action, suit, or proceeding with respect to give prompt notice to the Indemnitors of an Indemnified Liability or the assertion of any claimIndemnified Liability, or in each case as to which indemnification is sought; provided, that the commencement failure to provide such notice shall not release the indemnifying party from any of any suitits obligations to indemnity hereunder to the extent that such -20- failure does not materially prejudice the rights of the indemnifying party in its ability to defend such Indemnified Liability, action, or proceeding in respect of which indemnity may be sought under Section 8.1(b) or Section 8.1 (c) of this Agreement and of any Loss which any such Indemnitee deems to be within the ambit of Section 8.1(b) or Section 8.1(c) of this Agreement (specifying with reasonable particularity the basis therefor) and will give the Indemnitors such information with respect thereto as the Indemnitors may reasonably request. The Indemnitors mayindemnifying party shall, at their its own expense, participate in and, upon notice assume or cause to such Indemnitee, assume be assumed the defense of any such suitIndemnified Liability within thirty (30) days after the indemnified party shall have notified the indemnifying party thereof. Such indemnified party, action, upon reasonable notice by the indemnifying party or proceeding; provided that the Indemnitors' counsel is reasonably satisfactory to such Indemnitee, person assuming the Indemnitors defense shall thereafter consult with such Indemnitee upon such Indemnitee's reasonable request for such consultation from time to time with respect to such suit, action, Indemnified Liability and shall provide the indemnifying party or proceedingthe person assuming the defense with any documents or other items or access to any witness which the indemnifying party or the person assuming the defense deems in its reasonable judgment to be necessary in connection with the defense of such Indemnified Liability, and the Indemnitors indemnifying party shall notpay or reimburse or cause to be paid or reimbursed, without any reasonable out-of-pocket costs therefore. Such indemnified party may participate in the defense of any such Indemnitee's consentIndemnified Liability and employ separate counsel, at its own e x pense, unless such indemnified party shall have reasonably determined that counsel selected by the indemnifying party or such Person has an actual conflict of interest, in which consent case the indemnifying party shall not pay or cause to be unreasonably withheldpaid the costs and expenses of counsel employed by the indemnified party. The indemnifying party and its insurers may in their sole discretion, defend, settle or compromise any such action, suit, actionor proceeding; provided, or claim. If that the Indemnitors assume such defense, such Indemnitees shall have the right (but not the duty) to participate in the defense thereof indemnifying party and to employ counsel, at their own expense, separate from the counsel employed by the Indemnitors. For any period during which the Indemnitors have not assumed the defense thereof, the Indemnitors its insurers shall be liable for the fees in respect of all Indemnified Liabilities relating thereto (whether by payment of any judgment, settlement, amount or indemnity hereunder) and expenses of counsel employed no settlement or compromise shall be entered into unless such indemnified party is fully released or discharged from all such Indemnified Liabilities. Participation by any Indemnitee; providedsuch indemnified party in any such action, howeversuit, that the Indemnitors or claim shall not constitute a waiver of the indemnification provided in this Article VII. Nothing contained in this Section 7.7 shall be liable deemed to require the indemnified party to contest any Indemnified Liability or to assume responsibility for the fees or expenses control of more than one counsel employed by any Indemnitee in any jurisdiction for all Indemnitees. If the Indemnitees assume the defense thereof, the Indemnitees shall thereafter consult with the Indemnitors upon the Indemnitors' reasonable request for such consultation from time to time judicial proceeding with respect to such suit, action, or proceeding and the Indemnitees shall not, without the Indemnitors' consent, which consent shall not be unreasonably withheld, settle or compromise any such suit, action. or claim. Whether or not the Indemnitors choose to defend or prosecute any claim, all of the parties hereto shall cooperate in the defense or prosecution thereofthereto.

Control of Litigation. (a) The Indemnitees and Indemnitee Affiliates agree to give prompt notice to the Indemnitors of the assertion of any claim, or the commencement of any suit, action, or proceeding in respect of which indemnity may be sought under Section 8.1(b) or Section 8.1 (c6.1(b) of this Agreement and of any Loss which any such Indemnitee deems to be within the ambit gambit of Section 8.1(b) or Section 8.1(c6.1(b) of this Agreement other than relating to Taxes (specifying with reasonable particularity the basis therefor) and will give the Indemnitors such information with respect thereto as the Indemnitors may reasonably request. The Indemnitors may, at their own expense, participate in and, upon notice to such Indemnitee, assume the defense of any such suit, action, or proceeding; provided that the Indemnitors' ’ counsel is reasonably satisfactory to such Indemnitee, the Indemnitors shall thereafter consult with such Indemnitee upon such Indemnitee's ’s reasonable request for such consultation from time to time with respect to such suit, action, or proceeding, and the Indemnitors shall not, without such Indemnitee's ’s consent, which consent shall not be unreasonably withheld, settle or compromise any such suit, action, or claim. If the Indemnitors assume such defense, such Indemnitees shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at their own expense, separate from the counsel employed by the Indemnitors. For any period during which the Indemnitors have not assumed the defense thereof, the Indemnitors shall be liable for the fees and expenses of counsel employed by any Indemnitee; provided, however, that the Indemnitors shall not be liable for the fees or expenses of more than one counsel employed by any Indemnitee in any jurisdiction for all Indemnitees. If the Indemnitees assume the defense thereof, the Indemnitees shall thereafter consult with the Indemnitors upon the Indemnitors' ’ reasonable request for such consultation from time to time with respect to such suit, action, or proceeding and the Indemnitees shall not, without the Indemnitors' ’ consent, which consent shall not be unreasonably withheld, settle or compromise any such suit, action. , or claim. Whether or not the Indemnitors choose to defend or prosecute any claim, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Control of Litigation. (a) The BOWLIN Indemnitees and Indemnitee Affiliates agree to give prompt notice to the Indemnitors Company of the assertion txx xxsertion of any third party claim, or the commencement of any third party suit, action, or proceeding in respect of which indemnity may be sought under Section 8.1(b) or Section 8.1 (c) SECTION 5.2 of this Agreement and of any Loss which any such Indemnitee deems to be within the ambit of Section 8.1(b) or Section 8.1(c) reimbursable under SECTION 5.2 of this Agreement (specifying with reasonable particularity the basis therefortherefore) and will give the Indemnitors Company such information with respect thereto as the Indemnitors Company may reasonably request; PROVIDED, HOWEVER, that the failure to give such notice by the Indemnitee shall not abrogate Indemnitee's rights hereunder unless such failure materially impairs the rights or ability of the Company to defend the suit, action or proceeding or to otherwise provide indemnification to the Indemnitee. The Indemnitors Company may, at their its own expense, participate in and, upon notice to such Indemnitee, assume the defense of any such suit, action, action or proceeding; provided , PROVIDED that the Indemnitors' Company's counsel is reasonably satisfactory to such Indemnitee, the Indemnitors . The Company shall thereafter consult with such Indemnitee upon such Indemnitee's reasonable request for such consultation from time to time with respect to such suit, action, or proceeding, and the Indemnitors Company shall not, without such Indemnitee's consent, which consent shall not be unreasonably withheld, settle or compromise any such suit, action, action or claim. If the Indemnitors assume Company assumes such defense, such Indemnitees shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at their own expense, separate from the counsel employed by the IndemnitorsCompany. In the event that the Company, within ten days after the notice of any such action or claim, does not assume the defense thereof, the Indemnitee will have the right to undertake the defense, compromise or settlement of any action, claim or proceeding for the account of the Company. For any period during which the Indemnitors have Company has not assumed the defense thereof, the Indemnitors Company shall be liable for the fees and expenses of counsel employed by any Indemnitee; provided, however, that the Indemnitors shall not be liable for the fees or expenses of more than one counsel employed by any Indemnitee in any jurisdiction for all Indemnitees. If the Indemnitees assume conduct the defense thereof, the Indemnitees shall thereafter consult with the Indemnitors Company upon the Indemnitors' Company's reasonable request for such consultation from time to time with respect to such suit, action, action or proceeding and the Indemnitees shall not, without the Indemnitors' Company's consent, which consent shall not be unreasonably withheld, settle or compromise any such suit, action. action or claim. Whether or not the Indemnitors choose Company chooses to defend or prosecute any claim, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Control of Litigation. (a) The Indemnitees and Indemnitee Affiliates agree Company shall promptly notify Stuart of the commencement of any action, suit, or proceeding with respect to give prompt notice to the Indemnitors of a Liability or the assertion of any claimLiability, or in each case as to which indemnification is sought; provided, that the commencement failure to provide such notice shall not release Stuart from any of any suit, action, or proceeding its obligations to indemnify hereunder to the extent that such failure does not materially prejudice the rights of Stuart in respect of which indemnity may be sought under Section 8.1(b) or Section 8.1 (c) of this Agreement and of any Loss which any his ability to defend such Indemnitee deems to be within the ambit of Section 8.1(b) or Section 8.1(c) of this Agreement (specifying with reasonable particularity the basis therefor) and will give the Indemnitors such information with respect thereto as the Indemnitors may reasonably requestLiability. The Indemnitors mayStuart shall, at their his own expense, participate in and, upon notice assume or cause to such Indemnitee, assume be assumed the defense of any such suitLiability within thirty (30) days after the Company shall have notified Stuart thereof. The Company, action, upon reasonable notice by Stuart or proceeding; provided that the Indemnitors' counsel is reasonably satisfactory to such Indemnitee, person assuming the Indemnitors defense shall thereafter consult with such Indemnitee upon such Indemnitee's reasonable request for such consultation from time to time with respect to such suit, action, Liability and provide Stuart or proceedingthe person assuming the defense with any documents or other items or access to any witness which Stuart or the person assuming the defense deems in its reasonable judgment to be necessary in connection with the defense of such Liability, and the Indemnitors Stuart shall notpay or reimburse or cause to be paid or reimbursed, without such Indemnitee's consent, which consent shall not be unreasonably withheld, settle or compromise any such suit, action, or claimreasonable out-of-pocket costs therefor. If the Indemnitors assume such defense, such Indemnitees shall have the right (but not the duty) to The Company may participate in the defense thereof of any such Liability and to employ separate counsel, at their its own expense, separate from unless such Investor Indemnitee shall have reasonably determined that counsel selected by Stuart or such person has a conflict of interest because of the counsel employed by availability of different or additional defenses to the Indemnitors. For any period during Company in which case Stuart shall pay or cause to be paid the Indemnitors have not assumed the defense thereof, the Indemnitors shall be liable for the fees costs and expenses of counsel employed by any Indemnitee; providedthe Company. Stuart and his insurers may, howeverin their sole discretion, that the Indemnitors shall not be liable for the fees or expenses of more than one counsel employed by any Indemnitee in any jurisdiction for all Indemnitees. If the Indemnitees assume the defense thereofdefend, the Indemnitees shall thereafter consult with the Indemnitors upon the Indemnitors' reasonable request for such consultation from time to time with respect to such suitsettle, action, or proceeding and the Indemnitees shall not, without the Indemnitors' consent, which consent shall not be unreasonably withheld, settle or compromise any such action, suit or proceeding; provided, that Stuart and its insurers shall be liable in respect of all Liabilities relating thereto (whether by payment of any judgment, settlement, amount or indemnity hereunder) and no settlement or compromise shall be entered into unless the Company is fully released or discharged from all such Liabilities. Participation by the Company in any such action, suit, action. or claim. Whether or claim shall not the Indemnitors choose to defend or prosecute any claim, all constitute a waiver of the parties hereto indemnification provided in this Article V. Nothing contained in this Article V shall cooperate in be deemed to require the defense Company to contest any Liability or prosecution thereofto assume responsibility for or control of any judicial proceeding with respect thereto.

Control of Litigation. (a) The Indemnitees and Indemnitee Affiliates agree to give prompt notice to the Indemnitors of the assertion of any claim, or claim and the commencement of any suit, action, action or proceeding in respect of which indemnity may be sought under Section 8.1(b) or Section 8.1 (c) 3 of this Agreement and of any Loss in respect of which any such Indemnitee deems to indemnity may be within the ambit of sought under Section 8.1(b) or Section 8.1(c) 3 of this Agreement (specifying with reasonable particularity the basis therefor) and will give the Indemnitors such information with respect thereto as the Indemnitors may reasonably request. The Indemnitors may, at their own expense, participate in and, upon notice to such Indemnitee, assume the defense of any such suit, action, action or proceeding; provided that the Indemnitors' counsel is reasonably satisfactory to such Indemnitee, the . The Indemnitors shall thereafter consult with such Indemnitee upon such Indemnitee's reasonable request for such consultation from time to time with respect to such suit, action, action or proceeding, and the Indemnitors shall not, without such Indemnitee's consent, which consent shall not be unreasonably withheld, settle or compromise any such suit, action, action or claim. If the Indemnitors assume such defense, such Indemnitees shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at their own expense, separate from the counsel employed by the Indemnitors. For any period during which the Indemnitors have not assumed the defense thereof, the Indemnitors shall be liable for the fees and expenses of counsel employed by any Indemnitee; provided, however, that the Indemnitors shall not be liable for the fees or expenses of more than one counsel employed by any Indemnitee in any jurisdiction for all Indemnitees. If the Indemnitees assume the defense thereof, the Indemnitees shall thereafter consult with the Indemnitors upon the Indemnitors' reasonable request for such consultation from time to time with respect to such suit, action, action or proceeding and the Indemnitees shall not, without the Indemnitors' consent, which consent shall not be unreasonably withheld, settle or compromise any such suit, action. action or claim. Whether or not the Indemnitors choose to defend or prosecute any claim, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Control of Litigation. (a) The Indemnitees and Indemnitee Affiliates agree to give prompt notice to the Indemnitors of the assertion of any claim, or the commencement of any suit, action, or proceeding in respect of which indemnity may be sought under Section 8.1(b) 8.1.2 or Section 8.1 (c) 8.1.3 of this Agreement and of any Loss which any such Indemnitee deems to be within the ambit of Section 8.1(b) 8.1.2 or Section 8.1(c) 8.1.3 of this Agreement (specifying with reasonable particularity the basis therefor) and will give the Indemnitors such information with respect thereto as the Indemnitors may reasonably request. The Indemnitors may, at their own expense, participate in and, upon notice to such Indemnitee, assume the defense of any such suit, action, or proceeding; provided that the Indemnitors' counsel is reasonably satisfactory to such Indemnitee, the Indemnitors shall thereafter consult with such Indemnitee upon such Indemnitee's reasonable request for such consultation from time to time with respect to such suit, action, or proceeding, and the Indemnitors shall not, without such Indemnitee's consent, which consent shall not be unreasonably withheld, settle or compromise any such suit, action, or claim. If the Indemnitors assume such defense, such Indemnitees shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at their own expense, separate from the counsel employed by the Indemnitors. For any period during which the Indemnitors have not assumed the defense thereof, the Indemnitors shall be liable for the fees and expenses of counsel employed by any Indemnitee; provided, however, that the Indemnitors shall not be liable for the fees or expenses of more than one counsel employed by any Indemnitee in any jurisdiction for all Indemnitees. If the Indemnitees assume the defense thereof, the Indemnitees shall thereafter consult with the Indemnitors upon the Indemnitors' reasonable request for such consultation from time to time with respect to such suit, action, or proceeding and the Indemnitees shall not, without the Indemnitors' consent, which consent shall not be unreasonably withheld, settle or compromise any such suit, action. action or claim. Whether or not the Indemnitors choose to defend or prosecute any claim, all of the parties hereto shall cooperate in the defense or prosecution thereof.

Control of Litigation. (ai) The Indemnitees and Indemnitee Affiliates agree to give prompt Promptly after receipt by any Indemnified Person of notice to the Indemnitors of the assertion of any claim, or the commencement of any suit, action, suit or proceeding or the written assertion of any claim or demand in respect of which indemnity may be sought under Section 8.1(b) or Section 8.1 hereunder (can "Indemnified Matter"), the Indemnified Person shall notify Lessee in writing (the "Claim Notice") of this Agreement and of any Loss which any such Indemnitee deems to be within the ambit of Section 8.1(b) or Section 8.1(c) of this Agreement (specifying with reasonable particularity the basis therefor) and will give the Indemnitors such information with respect thereto as the Indemnitors may reasonably requestnotice. The Indemnitors may, Lessee shall at their its own expense, participate in and, upon notice to such Indemnitee, expense assume the defense of such Indemnified Matter within 30 days after receipt of the Claim Notice; provided that the Indemnified Person shall upon reasonable notice by Lessee consult from time to time. in respect of such Indemnified Matter and provide Lessee with any documents or other items or access to any witness which Lessee deems in its reasonable judgment to be necessary in connection with any Indemnified Matter and any reasonable out-of-pocket costs therefor shall be paid or reimbursed by Lessee. The Indemnified Person may participate in the defense of any Indemnified Matter and employ separate counsel, at its own expense; provided that if the defendants or potential defendants or obligors in connection with any Indemnified Matter shall include both Lessee and an Indemnified Person, and such Indemnified Person shall have reasonably concluded that counsel selected by Lessee has a conflict of interest because of the availability of different or additional defenses to such Indemnified Person, such Indemnified Person shall have the right to select separate counsel to participate in the defense or handling of such Indemnified Matter on its behalf, at the expense of Lessee. So long as no Event of Default with respect to an Aircraft shall have occurred and be continuing, Lessee may, in its sole discretion, defend, settle or compromise any such suit, action, action or proceeding; provided that the Indemnitors' counsel is reasonably satisfactory to such Indemnitee, the Indemnitors shall thereafter consult with such Indemnitee upon such Indemnitee's reasonable request for such consultation from time to time claim with respect to such Aircraft; provided that (x) Lessee shall be solely liable in respect of losses arising-therefrom (whether by payment of any judgment, settlement, amount or indemnity hereunder), and (y) Lessee shall not settle any such suit, action, action or proceeding, and claim to the Indemnitors shall not, extent it involves remedies other than monetary damages without such Indemnitee's consentthe prior written consent of the relevant Indemnified Person, which consent shall not be unreasonably withheld, settle or compromise any such suit, action, or claim. If the Indemnitors assume such defense, such Indemnitees shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at their own expense, separate from the counsel employed by the Indemnitors. For any period during which the Indemnitors have not assumed the defense thereof, the Indemnitors shall be liable for the fees and expenses of counsel employed by any Indemnitee; provided, however, that the Indemnitors shall not be liable for the fees or expenses of more than one counsel employed by any Indemnitee in any jurisdiction for all Indemnitees. If the Indemnitees assume the defense thereof, the Indemnitees shall thereafter consult with the Indemnitors upon the Indemnitors' reasonable request for such consultation from time to time with respect to such suit, action, or proceeding and the Indemnitees shall not, without the Indemnitors' consent, which consent shall not be unreasonably withheld, settle or compromise any such suit, action. or claim. Whether or not the Indemnitors choose Lessee chooses to defend or prosecute any claim, all of the parties Indemnified Person hereto shall cooperate in the defense or prosecution thereof.

Control of Litigation. (a) The Indemnitees and Promptly after receipt by any Indemnitee Affiliates agree to give prompt of notice to the Indemnitors of the assertion of any claim, or the commencement of any suit, action, suit or proceeding or the written assertion of any claim or demand in respect of which indemnity may be sought under Section 8.1(b) or Section 8.1 hereunder (can “Indemnified Matter”), the Indemnitee shall notify Seller in writing (the “Claim Notice”) of this Agreement such notice. Seller shall at its own expense assume the defense of such Indemnified Matter, within 30 days after receipt of the Claim Notice; provided that the Indemnitee shall upon reasonable notice by Seller consult from time to time in respect of such Indemnified Matter and provide Seller with any documents or other items or access to any witness which Seller deems in its reasonable judgment to be necessary in connection with any Indemnified Matter and any out-of-pocket costs therefor shall be paid or reimbursed by Seller. The Indemnitee may participate in the defense of any Loss which Indemnified Matter and employ separate counsel, at its own expense; provided that if the defendants or potential defendants or obligors in connection with any Indemnified Matter shall include both Seller and an Indemnitee, and such Indemnitee deems to be within shall have reasonably concluded that counsel selected by Seller has a conflict of interest because of the ambit availability of Section 8.1(b) different or Section 8.1(c) of this Agreement (specifying with reasonable particularity the basis therefor) and will give the Indemnitors such information with respect thereto as the Indemnitors may reasonably request. The Indemnitors may, at their own expense, participate in and, upon notice additional defenses to such Indemnitee, assume such Indemnitee shall have the right to select separate counsel to participate in the defense or handling of any such suitIndemnified Matter on its behalf, actionat the expense of Seller. Seller may, or proceeding; provided that the Indemnitors' counsel is reasonably satisfactory to such Indemniteein its sole discretion, the Indemnitors shall thereafter consult with such Indemnitee upon such Indemnitee's reasonable request for such consultation from time to time with respect to such suit, action, or proceeding, and the Indemnitors shall not, without such Indemnitee's consent, which consent shall not be unreasonably withhelddefend, settle or compromise any such suit, action, action or claim, provided that Seller shall be solely liable in respect of Losses arising therefrom (whether by payment of any judgment, settlement, amount or indemnity hereunder). If the Indemnitors assume such defense, such Indemnitees shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at their own expense, separate from the counsel employed by the Indemnitors. For any period during which the Indemnitors have not assumed the defense thereof, the Indemnitors shall be liable for the fees and expenses of counsel employed by any Indemnitee; provided, however, that the Indemnitors shall not be liable for the fees or expenses of more than one counsel employed by any Indemnitee in any jurisdiction for all Indemnitees. If the Indemnitees assume the defense thereof, the Indemnitees shall thereafter consult with the Indemnitors upon the Indemnitors' reasonable request for such consultation from time to time with respect to such suit, action, or proceeding and the Indemnitees shall not, without the Indemnitors' consent, which consent shall not be unreasonably withheld, settle or compromise any such suit, action. or claim. Whether or not the Indemnitors choose Seller chooses to defend or prosecute any claim, all of the parties Indemnitee hereto shall cooperate in the defense or prosecution thereofthereof at the expense of the Seller in each case.

Control of Litigation. (a) The Indemnitees and Indemnitee Affiliates agree to give prompt 5.1 Within 20 calendar days following receipt by Acquiror of notice to the Indemnitors of the assertion of any claim, claim by a third party or of the commencement of any suit, action, action or proceeding by a third party which may give rise to an indemnity claim under Article XIII of the Share Exchange Agreement, Acquiror shall notify the Shareholder Agent in respect writing of which indemnity may such claim, action or proceeding; provided, that failure to give such notification shall not affect Acquiror's rights to indemnification under Article XIII of the Share Exchange Agreement, except to the extent the Shareholder Agent shall have been prejudiced as a result of such failure. Upon receipt of such written notice, the Shareholder Agent shall be sought under Section 8.1(b) or Section 8.1 (c) of this Agreement and of any Loss which any such Indemnitee deems entitled to be within the ambit of Section 8.1(b) or Section 8.1(c) of this Agreement (specifying with reasonable particularity the basis therefor) and will give the Indemnitors such information with respect thereto as the Indemnitors may reasonably request. The Indemnitors may, at their own expense, participate in and, upon notice to the extent that it may wish, unless it is reasonably foreseeable that the Losses from such Indemniteeclaim, action or proceeding will exceed the value of the Escrow Shares remaining in the Escrow Account or such claim, action or proceeding involves a claim for injunction or other specific relief, assume the defense defense, conduct or settlement of such claim, action or proceeding by giving written notice thereof to Acquiror within forty-five (45) days of his receipt of notice of such claim, action or proceeding. After delivery of such notice to Acquiror, the Shareholders shall not be liable to Acquiror for any legal expenses subsequently incurred by Acquiror in connection with the defense, conduct or settlement of such suitclaim, action, action or proceeding; provided provided, that, if the Shareholder Agent fails to take reasonable steps necessary to diligently defend such claim, action or proceeding within 20 calendar days after receiving written notice from Acquiror that it believes the Indemnitors' counsel is reasonably satisfactory Shareholder Agent has failed to take such Indemniteesteps, the Indemnitors shall thereafter consult with such Indemnitee upon such Indemnitee's reasonable request for such consultation from time to time with respect to such suit, action, or proceeding, and the Indemnitors shall not, without such Indemnitee's consent, which consent shall not be unreasonably withheld, settle or compromise any such suit, action, or claim. If the Indemnitors then Acquiror may assume such defense, such Indemnitees shall have and the right (but not the duty) to participate in the defense thereof and to employ counsel, at their own expense, separate from the counsel employed by the Indemnitors. For any period during which the Indemnitors have not assumed the defense thereof, the Indemnitors Shareholders shall be liable for the fees and any expenses of counsel employed by any Indemnitee; provided, however, that the Indemnitors shall not be liable for the fees or expenses of more than one counsel employed by any Indemnitee in any jurisdiction for all Indemniteestherefor. If the Indemnitees assume the defense thereof, the Indemnitees shall thereafter consult with the Indemnitors upon the Indemnitors' reasonable request for such consultation from time to time with respect to such suit, action, or proceeding and the Indemnitees shall not, without the Indemnitors' consent, which consent shall not be unreasonably withheld, settle or compromise any such suit, action. or claim. Whether or not the Indemnitors choose to defend or prosecute any claim, all of the parties hereto shall cooperate in the defense or prosecution thereof.-36-

Control of Litigation. (a) The Indemnitees and Any Investor Indemnitee Affiliates agree shall promptly notify Seller of the commencement of any action, suit, or proceeding with respect to give prompt notice to the Indemnitors of an Indemnified Investor Liability or the assertion of any claimIndemnified Investor Liability, or in each case as to which indemnification is sought; provided, that the commencement failure to provide such notice shall not release Seller from any of any suit, action, or proceeding its obligations to indemnify to the extent that such failure does not materially prejudice the rights of Seller in respect of which indemnity may be sought under Section 8.1(b) or Section 8.1 (c) of this Agreement and of any Loss which any its ability to defend such Indemnitee deems to be within the ambit of Section 8.1(b) or Section 8.1(c) of this Agreement (specifying with reasonable particularity the basis therefor) and will give the Indemnitors such information with respect thereto as the Indemnitors may reasonably requestIndemnified Investor Liability. The Indemnitors maySeller shall, at their its own expense, participate in and, upon notice assume or cause to such Indemnitee, assume be assumed the defense of any such suit, action, or proceeding; provided that Indemnified Investor Liability within thirty (30) days after the Indemnitors' counsel is reasonably satisfactory to such affected Investor Indemnitee shall have notified Seller of it. Such Investor Indemnitee, upon reasonable notice by Seller or the Indemnitors Person assuming the defense shall thereafter consult with such Indemnitee upon such Indemnitee's reasonable request for such consultation from time to time with respect to such suit, action, Indemnified Investor Liability and provide Seller or proceedingthe Person assuming the defense with any documents or other items or access to any witness which Seller or the Person assuming the defense deems in its reasonable judgment to be necessary in connection with the defense of such Indemnified Investor Liability, and Seller shall pay or reimburse or cause to be paid or reimbursed, any reasonable out-of-pocket costs for the Indemnitors shall not, without such Indemnitee's consent, which consent shall not be unreasonably withheld, settle or compromise any such suit, action, or claimdefense. If the Indemnitors assume such defense, such Indemnitees shall have the right (but not the duty) to Such Investor Indemnitee may participate in the defense thereof of any such Indemnified Investor Liability and to employ separate counsel, at their its own expense, separate from unless such Investor Indemnitee shall have reasonably determined that counsel selected by Seller or such Person has a conflict of interest because of the counsel employed by availability of different or additional defenses to such Investor Indemnitee, in which case Seller shall pay or cause to be paid the Indemnitors. For any period during which the Indemnitors have not assumed the defense thereof, the Indemnitors shall be liable for the fees costs and expenses of counsel employed by any Indemnitee; providedthe Investor. Seller and its insurers may, howeverin their sole discretion, that the Indemnitors shall not be liable for the fees or expenses of more than one counsel employed by any Indemnitee in any jurisdiction for all Indemnitees. If the Indemnitees assume the defense thereofdefend, the Indemnitees shall thereafter consult with the Indemnitors upon the Indemnitors' reasonable request for such consultation from time to time with respect to such suitsettle, action, or proceeding and the Indemnitees shall not, without the Indemnitors' consent, which consent shall not be unreasonably withheld, settle or compromise any such action, suit, or proceeding; provided, that Seller and its insurers shall be liable in respect of all Indemnified Investor Liabilities relating to the matter (whether by payment of any judgment, settlement, amount, or indemnity) and no settlement or compromise shall be entered into unless such Investor Indemnitee is fully released or discharged from all such Indemnified Investor Liabilities. Participation by any such Investor Indemnitee in any such action. , suit, or claim. Whether or claim shall not the Indemnitors choose to defend or prosecute any claim, all constitute a waiver of the parties hereto indemnification provided in this Article VII. Nothing contained in this Section 7.5 shall cooperate in be deemed to require the defense Investor Indemnitee to contest any Indemnified Investor Liability or prosecution thereofto assume responsibility for or control of any judicial proceeding with respect to it.