Common use of Control of Proceedings Clause in Contracts

Control of Proceedings. (a) To receive the benefits of the indemnity under Sections 6.01 or 6.02, as applicable, an indemnified Party must (i) give the indemnifying Party written notice of any claim or potential claim promptly after the indemnified Party receives written notice of any such claim and (ii) allow the indemnifying Party to assume exclusive control of the defense and settlement (including all decisions relating to litigation, defense and appeal) of any such claim, provided, that, (i) the controlling Party has confirmed its indemnification obligation to such indemnified Party under this Section 6.04 with respect to a given claim), and (ii) such controlling Party may not settle such claim or enter into any voluntary consent judgment in any manner that would (w) require payment by the other Party, (x) materially adversely affect the rights granted to the other Party hereunder, (y) make any admission of wrongdoing or fault of any Party without such Party’s prior written consent, or (z) materially conflict with the terms of this Agreement, without first obtaining the other Party’s prior written consent. (b) The indemnified Party shall (so long as such cooperation does not vitiate any legal privilege to which it is entitled) reasonably cooperate with the indemnifying Party in its defense of the claim (including making documents and records available for review and copying and making persons within its/his/her control available for pertinent testimony). If the indemnifying Party defends the claim, an indemnified Party may participate in, but not control, the defense of such claim using attorneys of its/his/her choice and at its/his/her sole cost and expense. An indemnifying Party shall have no obligation or liability under this Section 6 as to any claim for which settlement or compromise of such claim is made by an indemnified Party without the prior written consent of the indemnifying Party. (c) If the indemnifying Party notifies the other in writing that it will not defend the other Party against such claim asserted against the other Party, or if the indemnifying Party fails to defend or take other reasonable, timely action, in response to such claim asserted against the other Party, the indemnified Party shall have the right, but not the obligation, to defend or take other reasonable action to defend its interests in such proceedings, and shall have the right to litigate, settle or otherwise dispose of any such claim without limiting its rights to indemnification under this Section 6; provided, however, that the Party shall not have the right to settle such claim or enter into a consent judgment in a manner that adversely affects the rights granted to the indemnifying Party hereunder, or would materially conflict with this Agreement, or would require a payment by the indemnifying Party without the prior written consent of the Party entitled to control the defense.

Control of Proceedings. (a) To receive the benefits of the indemnity under Sections 6.01 Section 6.1 or 6.026.2, as applicable, an indemnified Party must (i) give the indemnifying Party written notice of any claim or potential claim promptly after the indemnified Party receives written notice of any such claim and (ii) allow the indemnifying Party to assume exclusive control of the defense and settlement (including all decisions relating to litigation, defense and appeal) of any such claim, provided, that, claim (i) the controlling Party so long as it has confirmed its indemnification obligation to such indemnified Party under this Section 6.04 6.3 with respect to a given claim), and (ii) such ; provided that the controlling Party may not settle such claim or enter into any voluntary consent judgment in any manner that would (w) require payment by the other Party, (x) or would materially adversely affect the rights granted to the other Party hereunder, (y) make any admission of wrongdoing or fault of any Party without such Party’s prior written consent, or (z) would materially conflict with the terms of this Agreement, without first obtaining the other Party’s 's prior written consent. (b) . The indemnified Party party shall (so long as such cooperation does not vitiate any legal privilege to which it is entitled) reasonably cooperate with the indemnifying Party in its defense of the claim (including including, without limitation, making documents and records available for review and copying and making persons within its/his/her control available for pertinent testimony). If the indemnifying Party defends the claim, an indemnified Party may participate in, but not control, the defense of such claim using attorneys of its/his/her choice and at its/his/her sole cost and expense. An indemnifying Party shall have no obligation or liability under this Section Article 6 as to any claim for which settlement or compromise of such claim is made by an indemnified Party without the prior written consent of the indemnifying Party. (c) . If the indemnifying Party notifies the other in writing that it will not defend the other Party against such claim asserted against the other Party, or if the indemnifying Party fails to defend or take other reasonable, timely action, in response to such claim asserted against the other Party, the indemnified Party shall have the right, but not the obligation, to defend or take other reasonable action to defend its interests in such proceedings, and shall have the right to litigate, settle or otherwise dispose of any such claim without limiting its rights to indemnification under this Section Article 6; provided, however, that the Party shall not have the right to settle such claim or enter into a consent judgment in a manner that adversely affects the rights granted to the indemnifying Party hereunder, or would materially conflict with this Agreement, or would require a payment by the indemnifying Party without the prior written consent of the Party entitled to control the defense.

Control of Proceedings. (a) To receive Subject to this Section 8.2, Company may take such action as it in its sole discretion deems advisable for the benefits protection of its rights in the indemnity under Sections 6.01 or 6.02Licensed Marks; provided, as applicable, an indemnified Party must that Company (i) give makes commercially reasonable efforts in good faith not to materially inhibit or impair the indemnifying Party written notice of any claim or potential claim promptly after the indemnified Party receives written notice of any such claim rights granted to PalmSource and its sublicensees under this Agreement; and (ii) allow the indemnifying Party consults in good faith with PalmSource prior to assume exclusive control of the defense and settlement (including all decisions relating to litigationentering into any settlement, defense and appeal) consent judgment, or other voluntary final disposition of any such claim, provided, that, (i) the controlling Party has confirmed its indemnification obligation to such indemnified Party under this Section 6.04 with respect to a given claim), and (ii) such controlling Party may not settle such claim action or enter into any voluntary consent judgment in any manner proceeding that Company reasonably believes would (w) require payment by the other Party, (x) materially adversely affect inhibit or impair the rights granted to the other Party hereunder, (y) make any admission of wrongdoing or fault of any Party without such Party’s prior written consent, or (z) materially conflict with the terms of PalmSource and its sublicensees under this Agreement, without first obtaining the other Party’s prior written consent. (b) The indemnified Party shall (so long as such cooperation does not vitiate any legal privilege Subject to which it is entitled) reasonably cooperate with the indemnifying Party in its defense of the claim (including making documents and records available for review and copying and making persons within its/his/her control available for pertinent testimonySection 8.2(c). If the indemnifying Party defends the claim, an indemnified Party may participate in, but not control, the defense of such claim using attorneys of its/his/her choice and at its/his/her sole cost and expense. An indemnifying Party shall have no obligation or liability under this Section 6 as to any claim for which settlement or compromise of such claim is made by an indemnified Party without the prior written consent of the indemnifying Party. (c) If the indemnifying Party notifies the other in writing that it will not defend the other Party against such claim asserted against the other Party, or if the indemnifying Party fails to defend or take other reasonable, timely action, in response to such claim asserted against the other Party, the indemnified Party PalmSource shall have the sole right, but not the obligation, to defend undertake any action or take other reasonable proceeding with respect to any Improper Use of any Licensed Xxxx that is licensed exclusively to PalmSource under this Agreement. If PalmSource decides to institute any such action or proceeding, PalmSource shall offer Company an opportunity to defend its interests voluntarily join in such proceedingsaction or proceeding at Company’s own expense. If Company voluntarily joins in any such action or proceeding, any damages awarded or settlement proceeds recovered shall be allocated between the parties as specifically provided in the applicable award or settlement, or if not so allocated, shall be equitably allocated by the parties in good faith, after each party’s out-of-pocket expenses have been reimbursed, taking into account the damage each party suffered as a result of the Improper Use. If Company chooses not to voluntarily join in any such action or proceeding, then (i) at PalmSource’s expense, Company shall (A) provide any assistance reasonably requested by PalmSource with respect to such action or proceeding and (B) permit PalmSource to join Company as a party to such action or proceeding if required by law or the applicable court, and (ii) PalmSource will retain all recoveries and awards. PalmSource agrees that it shall have the right to litigatenot enter into any settlement, settle consent judgment, or otherwise dispose other voluntary final disposition of any such claim without limiting its rights to indemnification action or proceeding under this Section 6; provided8.2(b) without written approval of palmOne, however, that the Party which shall not be unreasonably withheld. (c) If PalmSource elects not to undertake any action or proceeding with respect to any Improper Use of any Licensed Xxxx that is licensed exclusively to PalmSource under this Agreement, then (i) Company will have the sole right to settle control and conduct all negotiations, proceedings, defense and settlement relating to such claim Improper Use, (ii) Company will bear the cost of any action or proceeding initiated by Company based on such Improper Use, (iii) Company will be entitled to retain any damages awarded or settlement proceeds recovered pursuant to any such action or proceeding, and (iv) at Company’s expense, PalmSource will (A) provide any assistance reasonably requested by Company with respect to such action or proceeding, and (B) permit Company to join PalmSource as a party to such action or proceeding if required by law or the applicable court. PalmSource expressly covenants that, with respect to any action or proceeding initiated by Company under this Section 8.2(c), PalmSource shall not without the prior written approval of Company have, make or enter into a any (i) discussions whatsoever with any and all claimants and litigants, (ii) compromise or settlement of any claim or suit, and (iii) negotiations with respect to any compromise or settlement. Company agrees that it shall (i) make good faith commercially reasonable efforts not to enter into any settlement, consent judgment in a manner judgment, or other voluntary final disposition of any action or proceeding under this Section 8.2(c) that adversely affects it reasonably believes would materially inhibit or impair the rights granted to the indemnifying Party hereunderPalmSource and its sublicensees under this Agreement; and (ii) consult in good faith with PalmSource prior to entering into any settlement, consent judgment, or other voluntary final disposition of any action or proceeding that Company reasonably believes would materially conflict with inhibit or impair the rights granted to PalmSource and its sublicensees under this Agreement. (d) Except with respect to any PalmSource Indemnified Claim as provided in Section 6.2(b), Company shall (i) defend against any and all Adverse Claims, (ii) have the sole right to control and conduct all negotiations, proceedings, defense and settlement relating to any Adverse Claim, and (iii) be entitled to retain any damages awarded or would require a payment by the indemnifying Party settlement proceeds recovered pursuant to any Adverse Claim. PalmSource expressly covenants that, with respect to any Adverse Claim, PalmSource shall not without the prior written approval of Company have, make or enter into any (i) discussions whatsoever with any and all claimants and litigants, (ii) compromise or settlement of any claim or suit, and (iii) negotiations with respect to any compromise or settlement. Company agrees that it shall (i) make commercially reasonable efforts in good faith not to enter into any settlement, consent judgment, or other voluntary final disposition of any action or proceeding under this Section 8.2(d) that it reasonably believes would materially inhibit or impair the Party entitled rights granted to control PalmSource and its sublicensees under this Agreement; and (ii) consult in good faith with PalmSource prior to entering into any settlement, consent judgment, or other voluntary final disposition of any action or proceeding that Company reasonably believes would materially inhibit or impair the defenserights granted to PalmSource and its sublicensees under this Agreement.

Control of Proceedings. (a) To receive the benefits of the indemnity under Sections 6.01 or 6.02, as applicable, an indemnified Each Indemnified Party must (i) shall: give the indemnifying Party written notice of any claim Claim or potential claim Claim promptly after the indemnified Party receives written notice of any such claim and Claim or Potential Claim (ii) provided that failure to give any such notice shall not alter or reduce the indemnification obligations of any Indemnifying Party except to the extent that such failure caused the Indemnified Parties to incur increased losses, liabilities, damages or fees); allow the indemnifying Party to assume exclusive control of the defense and settlement (including all decisions relating to litigation, defense and appeal) of any such claim, provided, that, Claim (i) the controlling Party so long as it has confirmed its indemnification obligation responsibility to such indemnified Party under this Section 6.04 9.03 with respect to a given claimClaim), and (ii) such ; provided that the controlling Party may not settle such claim or enter into any voluntary consent judgment Claim in any manner that would (w) require payment by the other Party, (x) or would materially adversely affect the rights granted to the other Party hereunder, (y) make any admission of wrongdoing or fault of any Party without such Party’s prior written consent, or (z) would materially conflict with the terms of this Agreement, without first obtaining the other Party’s 's prior written consent. (b) The indemnified Party shall (so long as such cooperation does not vitiate any legal privilege to which it is entitled) ; and reasonably cooperate with the indemnifying Party in its defense of the claim Claim (including including, without limitation, making documents and records available for review and copying and making persons within its/his/her control available for pertinent testimony)) at the indemnifying Party's expense. If the indemnifying Party defends the claim, an indemnified Party may participate in, but not control, the defense of such claim Claim using attorneys of its/his/her choice and at its/his/her sole cost and expense. An indemnifying Party shall have no obligation or liability under this Section 6 Article 9 as to any claim Claim for which settlement or compromise of such claim or an offer of settlement or compromise of such Claim is made by an indemnified Party without the prior written consent of the indemnifying Party. (c) . If the indemnifying Party notifies the other in writing that it will not defend the other Party against such claim a Claim asserted against the other Party, or if the indemnifying Party fails to defend or take other reasonable, timely action, in response to such claim Claim asserted against the other Party, the indemnified other Party shall have the right, but not the obligation, to defend or take other reasonable action to defend its interests in such proceedings, and shall have the right to litigate, settle or otherwise dispose of any such claim without limiting its rights to indemnification under this Section 6; provided, however, that the Party shall not have the right to settle such claim or enter into a consent judgment in a manner that adversely affects the rights granted to the indemnifying Party hereunder, or would materially conflict with this Agreement, or would require a payment by the indemnifying Party without the prior written consent of the Party entitled to control the defenseClaim.

Control of Proceedings. (a) To receive 1. In the benefits event that some portion of the indemnity under Sections 6.01 claim, arbitration proceeding or 6.02suit brought against the Indemnified Person is for matters for which the Indemnified Person will not seek indemnification from the Indemnifying Party, the Parties shall negotiate in good faith as applicableto which party shall have control over the proceedings. 2. In all other instances, an indemnified the Indemnifying Party must shall have 20 business days after receipt of the notice referred to above in this Section 14.3 to notify the Indemnified Party that it elects to conduct and control the defense of such claim, proceeding or suit. If the Indemnifying Party does not give the foregoing notice, the Indemnified Party shall have the right to defend, contest, settle or compromise such claim, proceeding or suit in the exercise of its exclusive discretion subject to the provisions of Section 14.3(b), and the Indemnifying Party shall, upon request from any of the Indemnified Persons, promptly pay to such Indemnified Persons in accordance with the other terms of this Section 14 the amount of any third party claim resulting from their liability to the third party claimant and all related Expense. 3. If the Indemnifying Party gives the foregoing notice, the Indemnifying Party shall have the right to undertake, conduct and control, through counsel reasonably acceptable to the Indemnified Party, and at its sole expense, the conduct and settlement of such claim, proceeding or suit, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith, provided that (i) give the indemnifying Indemnifying Party written notice shall not thereby permit any lien, encumbrance or other adverse charge to thereafter attach to any asset of any claim or potential claim promptly after the indemnified Party receives written notice of any such claim and Indemnified Person; (ii) allow the indemnifying Indemnifying Party shall not thereby permit any injunction against any Indemnified Person; (iii) the Indemnifying Party shall permit the Indemnified Person and counsel chosen by the Indemnified Person and reasonably acceptable to the Indemnifying Party to assume exclusive control monitor such conduct or settlement and shall provide the Indemnified Person and such counsel with such information regarding such claim, proceeding or suit as either of them may reasonably request (which request may be general or specific), but the defense fees and settlement expenses of such counsel shall be borne by the Indemnified Person unless (including all decisions relating 1) the Indemnifying Party and the Indemnified Person shall have mutually agreed to litigation, defense and appealthe retention of such counsel or (2) of the named parties to any such claim, providedproceed ing or suit include the Indemnified Person and the Indemnifying Party and in the reasonable opinion of counsel to the Indemnified Person representation of both parties by the same counsel would be inappropriate due to actual or likely conflicts of interest between them, that, in either of which cases the reasonable fees and disbursements of counsel for such Indemnified Person shall be reimbursed by the Indemnifying Party to the Indemnified Person; and (iiv) the controlling Indemnifying Party has confirmed its indemnification obligation shall agree promptly to such indemnified Party reimburse to the extent required under this Section 6.04 with respect to a given 14 the Indemnified Person for the full amount of any third party claim resulting from such claim), proceeding or suit and (ii) such controlling Party may not settle such claim or enter into any voluntary consent judgment in any manner that would (w) require payment all related Expense incurred by the other Party, (x) materially adversely affect the rights granted to the other Party hereunder, (y) make any admission of wrongdoing or fault of any Party without such Party’s prior written consent, or (z) materially conflict with the terms of this Agreement, without first obtaining the other Party’s prior written consentIndemnified Person. (b) The indemnified Party 4. In no event shall (so long as such cooperation does not vitiate any legal privilege to which it is entitled) reasonably cooperate with the indemnifying Party in its defense of the claim (including making documents and records available for review and copying and making persons within its/his/her control available for pertinent testimony). If the indemnifying Party defends the claim, an indemnified Party may participate in, but not control, the defense of such claim using attorneys of its/his/her choice and at its/his/her sole cost and expense. An indemnifying Party shall have no obligation or liability under this Section 6 as to any claim for which settlement or compromise of such claim is made by an indemnified Indemnifying Party without the prior written consent of the indemnifying Party. (c) If the indemnifying Party notifies the other in writing that it will not defend the other Party against such claim asserted against the other Party, or if the indemnifying Party fails to defend or take other reasonable, timely action, in response to such claim asserted against the other Party, the indemnified Party shall have the right, but not the obligation, to defend or take other reasonable action to defend its interests in such proceedings, and shall have the right to litigateIndemnified Person, settle or otherwise dispose comprise any claim or consent to the entry of any judgment that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Person a release from all liability in respect of such claim without limiting its rights to indemnification under this Section 6; provided, however, that claim. 5. If the Indemnifying Party shall not have undertaken the right conduct and control of the defense of any claim, suit or proceeding as provided above, the Indemnifying Party shall nevertheless be entitled through counsel chosen by the Indemnifying Party and reasonably acceptable to settle the Indemnified Person to monitor the conduct or settlement of such claim or enter into a consent judgment in a manner that adversely affects the rights granted to the indemnifying Party hereunder, or would materially conflict with this Agreement, or would require a payment by the indemnifying Indemnified Person, and the Indemnified Person shall provide the Indemnifying Party without and such counsel with such information regarding such action or suit as either of them may reasonably request (which request may be general or specific), but all costs and expenses incurred in connection with such monitoring shall be borne by the prior written consent of the Party entitled to control the defenseIndemnifying Party.

Control of Proceedings. (a) To receive In the benefits case of any Proceeding with respect to Income Taxes or Other Taxes for which a party is or may be liable pursuant to this Agreement, Parent or Spinco, as the case may be, shall promptly give notice to the other party, informing such other party of the indemnity under Sections 6.01 Proceeding in reasonable detail, and Parent or 6.02Spinco, as applicablethe case may be, an indemnified Party must (i) give shall execute or cause to be executed any powers of attorney or other documents necessary to enable the indemnifying Party written notice of party that may be so liable to take all actions desired by such party with respect to such Proceeding. Such party shall have the right to control any such Proceeding and, to initiate any claim for refund, file any amended return or potential claim promptly after the indemnified Party receives written notice of take any other action that it deems appropriate with respect to such claim and (ii) allow the indemnifying Party to assume exclusive control of the defense and settlement (including all decisions relating to litigation, defense and appeal) of any such claimIncome Taxes or Other Taxes, provided, thathowever, (i) the controlling Party has confirmed its indemnification obligation to that if such indemnified Party under this Section 6.04 with respect Proceeding relates to a given claim), and (ii) such controlling Party may not settle such claim or enter into any voluntary consent judgment in any manner that would (w) require payment by Tax Return for which the other Party, (x) materially adversely affect the rights granted to the other Party hereunder, (y) make any admission of wrongdoing or fault of any Party without such Party’s prior written consent, or (z) materially conflict with the terms of this Agreement, without first obtaining the other Party’s prior written consent. (b) The indemnified Party shall (so long as such cooperation does not vitiate any legal privilege to which it party is entitled) reasonably cooperate with the indemnifying Party in its defense of the claim (including making documents and records available for review and copying and making persons within its/his/her control available for pertinent testimony). If the indemnifying Party defends the claim, an indemnified Party may participate in, but not controlResponsible, the defense of such claim using attorneys of its/his/her choice and at its/his/her sole cost and expense. An indemnifying Party shall have no obligation or liability under this Section 6 as to any claim for which settlement or compromise of such claim is made by an indemnified Party without the prior written consent of the indemnifying Party. (c) If the indemnifying Party notifies the other in writing that it will not defend the other Party against such claim asserted against the other Party, or if the indemnifying Party fails to defend or take other reasonable, timely action, in response to such claim asserted against the other Party, the indemnified Party Responsible party shall have the right, but not the obligationwithin a reasonable time after such notice is given, to defend or take deny the non-Responsible party control of such Proceeding. In the event that a Responsible party denies control of a Proceeding to a non-Responsible party, the parties shall agree upon the amount of such Income Taxes of Other Taxes for which the non-Responsible party is liable pursuant to this Agreement or, if the parties cannot so agree, shall submit the amount of such liability to arbitration for resolution (in a manner consistent with the procedures set forth in Section 8 hereof), which resolution shall determine the amount of 13 the payment to be made pursuant to this Agreement, taking into account the risks of litigation and the other reasonable action to defend its interests in practical considerations associated with the settlement of such proceedingsa Proceeding, and the Responsible party shall have the right sole discretion to litigatedefend, settle or otherwise dispose take any action that it deems appropriate with respect to such Proceeding. For purposes of this Section 9, a party is Responsible for any Tax Return that it is required to file pursuant to Section 4 hereof, and Parent is Responsible for any Tax Returns of any such claim without limiting its rights to indemnification under this Section 6; provided, however, that the Party shall not have the right to settle such claim or enter into a consent judgment in a manner that adversely affects the rights granted to the indemnifying Party hereunder, or would materially conflict with this Agreement, or would require a payment by the indemnifying Party without the prior written consent member of the Party entitled to control Old Company Group (excluding Tax Returns involving solely members of the defenseSpinco Group).

Control of Proceedings. (a) To receive the benefits of the indemnity under Sections 6.01 Section 6.1 or 6.026.2, as applicable, an indemnified Party must (i) give the indemnifying Party written notice of any claim or potential claim promptly after the indemnified Party receives written notice of any such claim and (ii) allow the indemnifying Party to assume exclusive control of the defense and settlement (including all decisions relating to litigation, defense and appeal) of any such claim, provided, that, claim (i) the controlling Party so long as it has confirmed its indemnification obligation to such indemnified Party under this Section 6.04 6.3 with respect to a given claim), and (ii) such ; provided that the controlling Party may not settle such claim or enter into any voluntary consent judgment in any manner that would (w) require payment by the other Party, (x) or would materially adversely affect the rights granted to the other Party hereunder, (y) make any admission of wrongdoing or fault of any Party without such Party’s prior written consent, or (z) would materially conflict with the terms of this Agreement, without first obtaining the other Party’s 's prior written consent. (b) . The indemnified Party party shall (so long as such cooperation does not vitiate any legal privilege to which it is entitled) reasonably cooperate with the indemnifying Party in its defense of the claim (including including, without limitation, making documents and records available for review and copying and making persons within its/his/her control available for pertinent testimony). If the indemnifying Party defends the claim, an indemnified Party may participate in, but not control, the defense of such claim using attorneys of its/his/her choice and at its/his/her sole cost and expense. An indemnifying Party shall have no obligation or liability under this Section Article 6 as to any claim for which settlement or compromise of such claim is made by an indemnified Party without the prior written consent of the indemnifying Party. (c) . If the indemnifying Party notifies the other in writing that it will not defend the other Party against such claim asserted against the other Party, or if the indemnifying Party fails to defend or take other reasonable, timely action, in response to such claim asserted against the other Party, the indemnified Party shall have the right, but not the obligation, to defend or take other reasonable action to defend its interests in such proceedings, and shall have the right to litigate, settle or otherwise dispose of any such claim without limiting its rights to indemnification under this Section Article 6; provided, however, that the Party shall not have the right to settle such claim or enter into a consent judgment in a manner that adversely affects the rights granted to the indemnifying Party hereunder, or would materially conflict with this Agreement, or would require a payment by the indemnifying Party without the prior written consent of the Party entitled to control the defense.Party

Control of Proceedings. (a) To receive the benefits of the indemnity under Sections Section 6.01 or 6.02, as applicable, an indemnified Party must (i) give the indemnifying Party written notice of any claim or potential claim promptly after the indemnified Party receives written notice of any such claim and (ii) allow the indemnifying Party to assume exclusive control of the defense and settlement (including including, without limitation, all decisions relating to litigation, defense and appeal) of any such claim, provided, that, provided that (i) the controlling Party has confirmed its indemnification obligation to such indemnified Party under this Section 6.04 6.03 with respect to a given claim), ) and (ii) such controlling Party may not settle such claim or enter into any voluntary consent judgment in any manner that would (wx) require payment by the other Party, (xy) materially adversely affect the rights granted to the other Party hereunder, (y) make any admission of wrongdoing or fault of any Party without such Party’s prior written consent, or (z) materially conflict with the terms of this Agreement, without first obtaining the other Party’s 's prior written consent. (b) The indemnified Party shall (so long as such cooperation does not vitiate any legal privilege to which it is entitled) reasonably cooperate with the indemnifying Party in its defense of the claim (including including, without limitation, making documents and records available for review and copying and making persons within its/his/her control available for pertinent testimony). If the indemnifying Party defends the claim, an indemnified Party may participate in, but not control, the defense of such claim using attorneys of its/his/her choice and at its/his/her sole cost and expense. An indemnifying Party shall have no obligation or liability under this Section 6 Article VI as to any claim for which settlement or compromise of such claim is made by an indemnified Party without the prior written consent of the indemnifying Party. (c) If the indemnifying Party notifies the other in writing that it will not defend the other Party against such claim asserted against the other Party, or if the indemnifying Party fails to defend or take other reasonable, timely action, in response to such claim asserted against the other Party, the indemnified Party shall have the right, but not the obligation, to defend or take other reasonable action to defend its interests in such proceedings, and shall have the right to litigate, settle or otherwise dispose of any such claim without limiting its rights to indemnification under this Section 6Article VI; provided, however, that the Party shall not have the right to settle such claim or enter into a consent judgment in a manner that adversely affects the rights granted to the indemnifying Party hereunder, or would materially conflict with this Agreement, or would require a payment by the indemnifying Party without the prior written consent of the Party entitled to control the defense.

Control of Proceedings. (a) To receive the benefits of the indemnity under Sections 6.01 or 6.02, as applicable, an indemnified Party must (i) the Indemnifying Party shall have twenty (20) business days after receipt of the notice referred to in Section 10(d) to notify the Indemnified Person that it elects to conduct and control the defense of such claim, proceeding or suit. If the Indemnifying Party does not give the indemnifying foregoing notice, the Indemnified Person shall have the right to defend, contest, settle or compromise such claim, proceeding or suit in the exercise of its exclusive discretion, subject to the provisions of Section 10(f), and the Indemnifying Party written notice shall, upon request from any Indemnified Person, promptly pay to such Indemnified Person in accordance with the other terms of this Section 10 the amount of any claim or potential claim promptly after Third-Party Claim resulting from the indemnified Party receives written notice of any such claim Indemnifying Person's liability to the third-party claimant and all related Expenses. (ii) allow If the indemnifying Indemnifying Party gives the foregoing notice, it shall have the right to undertake, conduct and control, through counsel reasonably acceptable to the Indemnified Person, and at the Indemnifying Party's sole expense, the conduct and settlement of such claim, proceeding or suit, and the Indemnified Person shall cooperate with the Indemnifying Party in connection therewith; provided, however, that (A) the Indemnifying Party shall not thereby permit any lien, encumbrance or other adverse legal or equitable charge to thereafter attach to any asset of the Indemnified Person; (B) the Indemnifying Party shall not thereby permit any injunction against the Indemnified Person, except for injunctions that prohibit continuing Infringements; (C) the Indemnifying Party shall permit the Indemnified Person and counsel chosen by the Indemnified Person and reasonably acceptable to the Indemnifying Party to assume exclusive control monitor such conduct or settlement and shall provide the Indemnified Person and such counsel with such information regarding such claim, proceeding or suit as either of them may reasonably request (which request may be general or specific), but the defense fees and settlement expenses of such counsel shall be borne by the Indemnified Person, unless (including all decisions relating 1) the Indemnifying Party and the Indemnified Person shall have mutually agreed to litigationthe retention of such counsel, defense and appealor (2) of the named parties to any such claim, provided, that, (i) proceeding or suit include the controlling Party has confirmed its indemnification obligation to such indemnified Party under this Section 6.04 with respect to a given claim)Indemnified Person and the Indemnifying Party, and (ii) such controlling Party may not settle such claim or enter into any voluntary consent judgment in any manner that would (w) require payment the reasonable opinion of counsel to the Indemnified Person, representation of both parties by the other same counsel would be inappropriate due to actual or likely conflicts of interest between the Indemnified Person and the Indemnifying Party, (x) materially adversely affect in either of which cases the rights granted reasonable fees and disbursements of counsel for such Indemnified Person shall be reimbursed by the Indemnifying Party to the other Indemnified Person if the Indemnifying Party hereunder, (y) make any admission of wrongdoing or fault of any Party without such Party’s prior written consentis ultimately held liable, or (z) materially conflict with if the terms of this Agreement, without first obtaining Indemnifying Party is able to recover such fees and disbursements where the other Party’s prior written consentIndemnified Party is not so able. (biii) The indemnified Party In no event shall (so long as such cooperation does not vitiate any legal privilege to which it is entitled) reasonably cooperate with the indemnifying Party in its defense of the claim (including making documents and records available for review and copying and making persons within its/his/her control available for pertinent testimony). If the indemnifying Party defends the claimIndemnifying Party, an indemnified Party may participate in, but not control, the defense of such claim using attorneys of its/his/her choice and at its/his/her sole cost and expense. An indemnifying Party shall have no obligation or liability under this Section 6 as to any claim for which settlement or compromise of such claim is made by an indemnified Party without the prior written consent of the indemnifying PartyIndemnified Person, settle or comprise any claim or consent to the entry of any judgment that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Person a release from all liability (or covenant not to sue) xx respect of such claim. (civ) If the indemnifying Party notifies the other in writing that it will not defend the other Party against such claim asserted against the other Party, or if the indemnifying Party fails to defend or take other reasonable, timely action, in response to such claim asserted against the other Party, the indemnified Party shall have the right, but not the obligation, to defend or take other reasonable action to defend its interests in such proceedings, and shall have the right to litigate, settle or otherwise dispose of any such claim without limiting its rights to indemnification under this Section 6; provided, however, that the Indemnifying Party shall not have undertaken the right conduct and control of the defense of any claim, suit or proceeding as provided above, the Indemnifying Party shall nevertheless be entitled through counsel chosen by the Indemnifying Party and reasonably acceptable to settle the Indemnified Person to monitor the conduct or settlement of such claim or enter into a consent judgment in a manner that adversely affects the rights granted to the indemnifying Party hereunder, or would materially conflict with this Agreement, or would require a payment by the indemnifying Indemnified Person, and the Indemnified Person shall provide the Indemnifying Party without and such counsel with such information regarding such action or suit as either of them may reasonably request (which request may be general or specific), but all costs and Expenses incurred in connection with such monitoring shall be borne by the prior written consent of Indemnifying Party, unless the Indemnified Party entitled is able to control recover such costs and Expenses where the defenseIndemnifying Party is not so able.

Control of Proceedings. (a) To receive the benefits 17.4.1 The Indemnifying Party shall have 20 business days after receipt of the indemnity under Sections 6.01 notice referred to in Section 17.3 to notify the Indemnified Party that it elects to conduct and control the defense of such claim, proceeding or 6.02suit. If the Indemnifying Party does not give the foregoing notice, as applicablethe Indemnified Party shall have the right to defend, an indemnified contest, settle or compromise such claim, proceeding or suit in the exercise of its exclusive discretion subject to the provisions of Section 17.5, and the Indemnifying Party must shall, upon request from any of the Indemnified Persons, promptly pay to such Indemnified Persons in accordance with the other terms of this Section the amount of any Third-Party Claim resulting from their liability to the third party claimant and all related Expense. 17.4.2 If the Indemnifying Party gives the foregoing notice, the Indemnifying Party shall have the right to undertake, conduct and control, through counsel reasonably acceptable to the Indemnified Party, and at its sole expense, the conduct and settlement of such claim, proceeding or suit, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith, provided that (i) give the indemnifying Indemnifying Party written notice shall not thereby permit any lien, encumbrance or other adverse charge to thereafter attach to any asset of any claim or potential claim promptly after the indemnified Party receives written notice of any such claim and Indemnified Person; (ii) allow the indemnifying Indemnifying Party shall not thereby permit any injunction against any Indemnified Person; (iii) the Indemnifying Party shall permit the Indemnified Person and counsel chosen by the Indemnified Person and reasonably acceptable to the Indemnifying Party to assume exclusive control monitor such conduct or settlement and shall provide the Indemnified Person and such counsel with such information regarding such claim, proceeding or suit as either of them may reasonably request (which request may be general or specific), but the defense fees and settlement expenses of such counsel shall be borne by the Indemnified Person unless (including all decisions relating 1) the Indemnifying Party and the Indemnified Person shall have mutually agreed to litigation, defense and appealthe retention of such counsel or (2) of the named parties to any such claim, providedproceeding or suit include the Indemnified Person and the Indemnifying Party and in the reasonable opinion of counsel to the Indemnified Person representation of both parties by the same counsel would be inappropriate due to actual or likely conflicts of interest between them, that, in either of which cases the reasonable fees and disbursements of counsel for such Indemnified Person shall be reimbursed by the Indemnifying Party to the Indemnified Person; and (iiv) the controlling Indemnifying Party has confirmed its indemnification obligation shall agree promptly to such indemnified Party reimburse to the extent required under this Section 6.04 with respect to a given the Indemnified Person for the full amount of any Third-Party Claim resulting from such claim), proceeding or suit and (ii) such controlling Party may not settle such claim or enter into any voluntary consent judgment in any manner that would (w) require payment all related Expense incurred by the other Party, (x) materially adversely affect the rights granted to the other Party hereunder, (y) make any admission of wrongdoing or fault of any Party without such Party’s prior written consent, or (z) materially conflict with the terms of this Agreement, without first obtaining the other Party’s prior written consentIndemnified Person. (b) The indemnified Party 17.4.3 In no event shall (so long as such cooperation does not vitiate any legal privilege to which it is entitled) reasonably cooperate with the indemnifying Party in its defense of the claim (including making documents and records available for review and copying and making persons within its/his/her control available for pertinent testimony). If the indemnifying Party defends the claim, an indemnified Party may participate in, but not control, the defense of such claim using attorneys of its/his/her choice and at its/his/her sole cost and expense. An indemnifying Party shall have no obligation or liability under this Section 6 as to any claim for which settlement or compromise of such claim is made by an indemnified Indemnifying Party without the prior written consent of the indemnifying Party. (c) If the indemnifying Party notifies the other in writing that it will not defend the other Party against such claim asserted against the other Party, or if the indemnifying Party fails to defend or take other reasonable, timely action, in response to such claim asserted against the other Party, the indemnified Party shall have the right, but not the obligation, to defend or take other reasonable action to defend its interests in such proceedings, and shall have the right to litigateIndemnified Person, settle or otherwise dispose comprise any claim or consent to the entry of any judgment that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Person a release from all liability in respect of such claim without limiting its rights to indemnification under this Section 6; provided, however, that claim. 17.4.4 If the Indemnifying Party shall not have undertaken the right conduct and control of the defense of any claim, suit or proceeding as provided above, the Indemnifying Party shall nevertheless be entitled through counsel chosen by the Indemnifying Party and reasonably acceptable to settle the Indemnified Person to monitor the conduct or settlement of such claim or enter into a consent judgment in a manner that adversely affects the rights granted to the indemnifying Party hereunder, or would materially conflict with this Agreement, or would require a payment by the indemnifying Indemnified Person, and the Indemnified Person shall provide the Indemnifying Party without and such counsel with such information regarding such action or suit as either of them may reasonably request (which request may be general or specific), but all costs and expenses incurred in connection with such monitoring shall be borne by the prior written consent of the Party entitled to control the defenseIndemnifying Party.

Control of Proceedings. Each indemnified Party shall: (a) To receive the benefits of the indemnity under Sections 6.01 or 6.02, as applicable, an indemnified Party must (i) give the indemnifying Party written notice of any claim Claim or potential claim Claim promptly after the indemnified Party receives written notice of any such claim and Claim or Potential Claim (iiprovided that failure to give any such notice shall not alter or reduce the indemnification obligations of any Indemnifying Party except to the extent that such failure caused the Indemnified Parties to incur increased losses, liabilities, damages or fees); (b) allow the indemnifying Party to assume exclusive control of the defense and settlement (including all decisions relating to litigation, defense and appeal) of any such claim, provided, that, Claim (i) the controlling Party so long as it has confirmed its indemnification obligation responsibility to such indemnified Party under this Section 6.04 8.03 with respect to a given claimClaim), and (ii) such ; provided that the controlling Party may not settle such claim or enter into any voluntary consent judgment Claim in any manner that would (w) require payment by the other Party, (x) materially adversely affect or would have a Material Adverse Effect on the rights granted to the other Party hereunder, (y) make any admission of wrongdoing or fault of any Party without such Party’s prior written consent, or (z) would materially conflict with the terms of this Agreement, without first obtaining the other Party’s prior written consent.; and (b) The indemnified Party shall (so long as such cooperation does not vitiate any legal privilege to which it is entitledc) reasonably cooperate with the indemnifying Party in its defense of the claim Claim (including including, without limitation, making documents and records available for review and copying and making persons within its/his/her control available for pertinent testimony)) at the indemnifying Party’s expense. If the indemnifying Party defends the claim, an indemnified Party may participate in, but not control, the defense of such claim Claim using attorneys of its/his/her choice and at its/his/her sole cost and expense. An indemnifying Party shall have no obligation or liability under this Section 6 Article 8 as to any claim Claim for which settlement or compromise of such claim Claim or an offer of settlement or compromise of such Claim is made by an indemnified Party without the prior written consent of the indemnifying Party. (c) . If the indemnifying Party notifies the other in writing that it will not defend the other Party against such claim a Claim asserted against the other Party, or if the indemnifying Party fails to defend or take other reasonable, timely action, in response to such claim Claim asserted against the other Party, the indemnified other Party shall have the right, but not the obligation, to defend or take other reasonable action to defend its interests in such proceedings, and shall have the right to litigate, settle or otherwise dispose of any such claim without limiting its rights to indemnification under this Section 6; provided, however, that the Party shall not have the right to settle such claim or enter into a consent judgment in a manner that adversely affects the rights granted to the indemnifying Party hereunder, or would materially conflict with this Agreement, or would require a payment by the indemnifying Party without the prior written consent of the Party entitled to control the defenseClaim.

Control of Proceedings. (a) To receive 1. In the benefits event that some portion of the indemnity under Sections 6.01 claim, arbitration proceeding or 6.02suit brought against the Indemnified Person is for matters for which the Indemnified Person will not seek indemnification from the Indemnifying Party, the Parties shall negotiate in good faith as applicableto which party shall have control over the proceedings. 2. In all other instances, an indemnified the Indemnifying Party must shall have 20 business days after receipt of the notice referred to above in this Section 14.3 ------------ to notify the Indemnified Party that it elects to conduct and control the defense of such claim, proceeding or suit. If the Indemnifying Party does not give the foregoing notice, the Indemnified Party shall have the right to defend, contest, settle or compromise such claim, proceeding or suit in the exercise of its exclusive discretion subject to the provisions of Section 14.3(b), and the --------------- Indemnifying Party shall, upon request from any of the Indemnified Persons, promptly pay to such Indemnified Persons in accordance with the other terms of this Section 14 the amount of any third party claim resulting from their ---------- liability to the third party claimant and all related Expense. 3. If the Indemnifying Party gives the foregoing notice, the Indemnifying Party shall have the right to undertake, conduct and control, through counsel reasonably acceptable to the Indemnified Party, and at its sole expense, the conduct and settlement of such claim, proceeding or suit, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith, provided that (i) give the indemnifying Indemnifying Party written notice shall not thereby permit any -------- lien, encumbrance or other adverse charge to thereafter attach to any asset of any claim or potential claim promptly after the indemnified Party receives written notice of any such claim and Indemnified Person; (ii) allow the indemnifying Indemnifying Party shall not thereby permit any injunction against any Indemnified Person; (iii) the Indemnifying Party shall permit the Indemnified Person and counsel chosen by the Indemnified Person and reasonably acceptable to the Indemnifying Party to assume exclusive control monitor such conduct or settlement and shall provide the Indemnified Person and such counsel with such information regarding such claim, proceeding or suit as either of them may reasonably request (which request may be general or specific), but the defense fees and settlement expenses of such counsel shall be borne by the Indemnified Person unless (including all decisions relating 1) the Indemnifying Party and the Indemnified Person shall have mutually agreed to litigation, defense and appealthe retention of such counsel or (2) of the named parties to any such claim, providedproceeding or suit include the Indemnified Person and the Indemnifying Party and in the reasonable opinion of counsel to the Indemnified Person representation of both parties by the same counsel would be inappropriate due to actual or likely conflicts of interest between them, that, in either of which cases the reasonable fees and disbursements of counsel for such Indemnified Person shall be reimbursed by the Indemnifying Party to the Indemnified Person; and (iiv) the controlling Indemnifying Party has confirmed its indemnification obligation shall agree promptly to such indemnified Party reimburse to the extent required under this Section 6.04 with respect to a given 14 the Indemnified Person for the full amount of any third party claim ---------- resulting from such claim), proceeding or suit and (ii) such controlling Party may not settle such claim or enter into any voluntary consent judgment in any manner that would (w) require payment all related Expense incurred by the other Party, (x) materially adversely affect the rights granted to the other Party hereunder, (y) make any admission of wrongdoing or fault of any Party without such Party’s prior written consent, or (z) materially conflict with the terms of this Agreement, without first obtaining the other Party’s prior written consentIndemnified Person. (b) The indemnified Party 4. In no event shall (so long as such cooperation does not vitiate any legal privilege to which it is entitled) reasonably cooperate with the indemnifying Party in its defense of the claim (including making documents and records available for review and copying and making persons within its/his/her control available for pertinent testimony). If the indemnifying Party defends the claim, an indemnified Party may participate in, but not control, the defense of such claim using attorneys of its/his/her choice and at its/his/her sole cost and expense. An indemnifying Party shall have no obligation or liability under this Section 6 as to any claim for which settlement or compromise of such claim is made by an indemnified Indemnifying Party without the prior written consent of the indemnifying Party. (c) If the indemnifying Party notifies the other in writing that it will not defend the other Party against such claim asserted against the other Party, or if the indemnifying Party fails to defend or take other reasonable, timely action, in response to such claim asserted against the other Party, the indemnified Party shall have the right, but not the obligation, to defend or take other reasonable action to defend its interests in such proceedings, and shall have the right to litigateIndemnified Person, settle or otherwise dispose comprise any claim or consent to the entry of any judgment that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Person a release from all liability in respect of such claim without limiting its rights to indemnification under this Section 6; provided, however, that claim. 5. If the Indemnifying Party shall not have undertaken the right conduct and control of the defense of any claim, suit or proceeding as provided above, the Indemnifying Party shall nevertheless be entitled through counsel chosen by the Indemnifying Party and reasonably acceptable to settle the Indemnified Person to monitor the conduct or settlement of such claim or enter into a consent judgment in a manner that adversely affects the rights granted to the indemnifying Party hereunder, or would materially conflict with this Agreement, or would require a payment by the indemnifying Indemnified Person, and the Indemnified Person shall provide the Indemnifying Party without and such counsel with such information regarding such action or suit as either of them may reasonably request (which request may be general or specific), but all costs and expenses incurred in connection with such monitoring shall be borne by the prior written consent of the Party entitled to control the defenseIndemnifying Party.

Control of Proceedings. (a) To receive the benefits Promptly after receipt by an indemnified party under this Clause 12 of notice of the indemnity commencement of any action, such indemnified party will, if a claim in respect thereof is to be made against the indemnifying party under Sections 6.01 Clause 12.1, 12.2 or 6.0212.3 above, as applicablenotify the indemnifying party of the commencement thereof; but the failure to notify the indemnifying party shall not relieve it from any liability that it may have under Clause 12.1, 12.2 or 12.3 above except to the extent that it has been materially prejudiced (through the forfeiture of substantive rights or defenses) by such failure; and provided further that the failure to notify the indemnifying party shall not relieve it from any liability that it may have to an indemnified Party must (i) give party otherwise than under Clause 12.1, 12.2 or 12.3 above. In case any such action is brought against any indemnified party and it notifies the indemnifying Party written notice party of any claim or potential claim promptly after the indemnified Party receives written notice of any such claim and (ii) allow commencement thereof, the indemnifying Party party will be entitled to participate therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume exclusive control of the defense and settlement (including all decisions relating to litigationthereof, defense and appeal) of any such claim, provided, that, (i) the controlling Party has confirmed its indemnification obligation with counsel satisfactory to such indemnified Party under this Section 6.04 party (who shall not, except with respect the consent of the indemnified party, be counsel to a given claimthe indemnifying party), and (ii) after notice from the indemnifying party to such controlling Party may indemnified party of its election so to assume the defense thereof, the indemnifying party will not settle be liable to such claim indemnified party under this Clause 12 for any legal or enter into any voluntary consent judgment other expenses subsequently incurred by such indemnified party in any manner that would (w) require payment by the other Party, (x) materially adversely affect the rights granted to the other Party hereunder, (y) make any admission of wrongdoing or fault of any Party without such Party’s prior written consent, or (z) materially conflict connection with the terms defense thereof other than reasonable costs of this Agreementinvestigation. No indemnifying party shall, without first obtaining the other Party’s prior written consent. (b) The indemnified Party shall (so long as such cooperation does not vitiate any legal privilege to which it is entitled) reasonably cooperate with the indemnifying Party in its defense of the claim (including making documents and records available for review and copying and making persons within its/his/her control available for pertinent testimony). If the indemnifying Party defends the claim, an indemnified Party may participate in, but not control, the defense of such claim using attorneys of its/his/her choice and at its/his/her sole cost and expense. An indemnifying Party shall have no obligation or liability under this Section 6 as to any claim for which settlement or compromise of such claim is made by an indemnified Party without the prior written consent of the indemnifying Party. indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (ci) If includes an unconditional release of such indemnified party from all liability on any claims that are the indemnifying Party notifies the other in writing that it will subject matter of such action and (ii) does not defend the other Party against such claim asserted against the other Partyinclude a statement as to, or if the indemnifying Party fails an admission of, fault, culpability or a failure to defend act by or take other reasonable, timely action, in response to such claim asserted against the other Party, the on behalf of an indemnified Party shall have the right, but not the obligation, to defend or take other reasonable action to defend its interests in such proceedings, and shall have the right to litigate, settle or otherwise dispose of any such claim without limiting its rights to indemnification under this Section 6; provided, however, that the Party shall not have the right to settle such claim or enter into a consent judgment in a manner that adversely affects the rights granted to the indemnifying Party hereunder, or would materially conflict with this Agreement, or would require a payment by the indemnifying Party without the prior written consent of the Party entitled to control the defenseparty.

Control of Proceedings. (a) To receive the benefits of the indemnity under Sections 6.01 or 6.02, as applicable, an indemnified Party must (i) give the indemnifying Party written notice of any claim or potential claim promptly after the indemnified Party receives written notice of any such claim and (ii) allow the indemnifying Party to assume exclusive control of the defense and settlement (including all decisions relating to litigation, defense and appeal) of any such claim, provided, that, (i) the controlling Party has confirmed its indemnification obligation to such indemnified Party under this Section 6.04 with respect to a given claim), and (ii) such controlling Party may not settle such claim or enter into any voluntary consent judgment in any manner that would (w) require payment by the other Party, (x) materially adversely affect the rights granted to the other Party hereunder, (y) make any admission of wrongdoing or fault of any Party without such Party’s 's prior written consent, or (z) materially conflict with the terms of this Agreement, without first obtaining the other Party’s 's prior written consent. (b) The indemnified Party shall (so long as such cooperation does not vitiate any legal privilege to which it is entitled) reasonably cooperate with the indemnifying Party in its defense of the claim (including making documents and records available for review and copying and making persons within its/his/her control available for pertinent testimony). If the indemnifying Party defends the claim, an indemnified Party may participate in, but not control, the defense of such claim using attorneys of its/his/her choice and at its/his/her sole cost and expense. An indemnifying Party shall have no obligation or liability under this Section 6 as to any claim for which settlement or compromise of such claim is made by an indemnified Party without the prior written consent of the indemnifying Party. (c) If the indemnifying Party notifies the other in writing that it will not defend the other Party against such claim asserted against the other Party, or if the indemnifying Party fails to defend or take other reasonable, timely action, in response to such claim asserted against the other Party, the indemnified Party shall have the right, but not the obligation, to defend or take other reasonable action to defend its interests in such proceedings, and shall have the right to litigate, settle or otherwise dispose of any such claim without limiting its rights to indemnification under this Section 6; provided, however, that the Party shall not have the right to settle such claim or enter into a consent judgment in a manner that adversely affects the rights granted to the indemnifying Party hereunder, or would materially conflict with this Agreement, or would require a payment by the indemnifying Party without the prior written consent of the Party entitled to control the defense.

Control of Proceedings. (a) To receive 1. In the benefits event that some portion of the indemnity under Sections 6.01 claim, arbitration proceeding or 6.02suit brought against the Indemnified Person is for matters for which the Indemnified Person will not seek indemnification from the Indemnifying Party, the Parties shall negotiate in good faith as applicableto which party shall have control over the proceedings. 2. In all other instances, an indemnified the Indemnifying Party must shall have 20 business days after receipt of the notice referred to above in this Section 14.3 to notify the Indemnified Party that it elects to conduct and control the defense of such claim, proceeding or suit. If the Indemnifying Party does not give the foregoing notice, the Indemnified Party shall have the right to defend, contest, settle or compromise such claim, proceeding or suit in the exercise of its exclusive discretion subject to the provisions of Section 14.3(b), and the Indemnifying Party shall, upon request from any of the Indemnified Persons, promptly pay to such Indemnified Persons in accordance with the other terms of this Section 14 the amount of any third party claim resulting from their liability to the third party claimant and all related Expense. 3. If the Indemnifying Party gives the foregoing notice, the Indemnifying Party shall have the right to undertake, conduct and control, through counsel reasonably acceptable to the Indemnified Party, and at its sole expense, the conduct and settlement of such claim, proceeding or suit, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith, provided that (i) give the indemnifying Indemnifying Party written notice shall not thereby permit any lien, encumbrance or other adverse charge to thereafter attach to any asset of any claim or potential claim promptly after the indemnified Party receives written notice of any such claim and Indemnified Person; (ii) allow the indemnifying Indemnifying Party shall not thereby permit any injunction against any Indemnified Person; (iii) the Indemnifying Party shall permit the Indemnified Person and counsel chosen by the Indemnified Person and reasonably acceptable to the Indemnifying Party to assume exclusive control monitor such conduct or settlement and shall provide the Indemnified Person and such counsel with such information regarding such claim, proceeding or suit as either of them may reasonably request (which request may be general or specific), but the defense fees and settlement expenses of such counsel shall be borne by the Indemnified Person unless (including all decisions relating 1) the Indemnifying Party and the Indemnified Person shall have mutually agreed to litigation, defense and appealthe retention of such counsel or (2) of the named parties to any such claim, providedproceeding or suit include the Indemnified Person and the Indemnifying Party and in the reasonable opinion of counsel to the Indemnified Person representation of both parties by the same counsel would be inappropriate due to actual or likely conflicts of interest between them, that, in either of which cases the reasonable fees and disbursements of counsel for such Indemnified Person shall be reimbursed by the Indemnifying Party to the Indemnified Person; and (iiv) the controlling Indemnifying Party has confirmed its indemnification obligation shall agree promptly to such indemnified Party reimburse to the extent required under this Section 6.04 with respect to a given 14 the Indemnified Person for the full amount of any third party claim resulting from such claim), proceeding or suit and (ii) such controlling Party may not settle such claim or enter into any voluntary consent judgment in any manner that would (w) require payment all related Expense incurred by the other Party, (x) materially adversely affect the rights granted to the other Party hereunder, (y) make any admission of wrongdoing or fault of any Party without such Party’s prior written consent, or (z) materially conflict with the terms of this Agreement, without first obtaining the other Party’s prior written consentIndemnified Person. (b) The indemnified Party 4. In no event shall (so long as such cooperation does not vitiate any legal privilege to which it is entitled) reasonably cooperate with the indemnifying Party in its defense of the claim (including making documents and records available for review and copying and making persons within its/his/her control available for pertinent testimony). If the indemnifying Party defends the claim, an indemnified Party may participate in, but not control, the defense of such claim using attorneys of its/his/her choice and at its/his/her sole cost and expense. An indemnifying Party shall have no obligation or liability under this Section 6 as to any claim for which settlement or compromise of such claim is made by an indemnified Indemnifying Party without the prior written consent of the indemnifying Party. (c) If the indemnifying Party notifies the other in writing that it will not defend the other Party against such claim asserted against the other Party, or if the indemnifying Party fails to defend or take other reasonable, timely action, in response to such claim asserted against the other Party, the indemnified Party shall have the right, but not the obligation, to defend or take other reasonable action to defend its interests in such proceedings, and shall have the right to litigateIndemnified Person, settle or otherwise dispose comprise any claim or consent to the entry of any judgment that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Person a release from all liability in respect of such claim without limiting its rights to indemnification under this Section 6; provided, however, that claim. 5. If the Indemnifying Party shall not have undertaken the right conduct and control of the defense of any claim, suit or proceeding as provided above, the Indemnifying Party shall nevertheless be entitled through counsel chosen by the Indemnifying Party and reasonably acceptable to settle the Indemnified Person to monitor the conduct or settlement of such claim or enter into a consent judgment in a manner that adversely affects the rights granted to the indemnifying Party hereunder, or would materially conflict with this Agreement, or would require a payment by the indemnifying Indemnified Person, and the Indemnified Person shall provide the Indemnifying Party without and such counsel with such information regarding such action or suit as either of them may reasonably request (which request may be general or specific), but all costs and expenses incurred in connection with such monitoring shall be borne by the prior written consent of the Party entitled to control the defenseIndemnifying Party.

Control of Proceedings. (a) To receive the benefits of the indemnity under Sections 6.01 10.1 or 6.0210.2, as applicable, an indemnified Party must (i) give the indemnifying Party written notice of any claim Claim or potential claim Claim promptly after the indemnified Party receives written notice of any such claim and Claim; (ii) allow the indemnifying Party to assume exclusive control of the defense and settlement (including all decisions relating to litigation, defense and appeal) of any such claim, provided, that, Claim (i) the controlling Party so long as it has confirmed its indemnification obligation responsibility to such indemnified Party under this Section 6.04 10.3 with respect to a given claimClaim), and (ii) such ; PROVIDED THAT the controlling Party may not settle such claim or enter into any voluntary consent judgment Claim in any manner that would (w) require payment by the other Party, (x) or would materially adversely affect the rights granted to the other Party hereunder, (y) make any admission of wrongdoing or fault of any Party without such Party’s prior written consent, or (z) would materially conflict with the terms of this Agreement, without first obtaining the other Party’s 's prior written consent. ; and (biii) The indemnified Party shall (so long as such cooperation does not vitiate any legal privilege to which it is entitled) , reasonably cooperate with the indemnifying Party in its defense of the claim Claim (including including, without limitation, making documents and records available for review and copying and making persons within its/his/her control available for pertinent testimony). If the indemnifying Party defends the claim, an indemnified Party may participate in, but not control, the defense of such claim Claim using attorneys of its/his/her choice and at its/his/her sole cost and expense. An indemnifying Party shall have no obligation or liability under this Section 6 Article 10 as to any claim Claim for which settlement or compromise of such claim or an offer of settlement or compromise of such Claim is made by an indemnified Party without the prior written consent of the indemnifying Party. (c) . If the indemnifying Party entitled to control the defense of such Claim notifies the other in writing that it will not defend the other Party against such claim Claim asserted against the other Party, or if the indemnifying Party entitled to control the defense of such Claim fails to defend or take other reasonable, timely action, in response to such claim Claim asserted against the other Party, the indemnified other Party shall have the right, but not the obligation, to defend or take other reasonable action to defend its interests in such proceedings, and shall have the right to litigate, settle or otherwise dispose of any such claim without limiting its rights to indemnification under this Section 6Claim; provided, however, that the other Party shall not have the right to settle such claim or enter into a consent judgment Claim in a manner that adversely affects the rights granted to the indemnifying other Party hereunder, or would materially conflict with this Agreement, or would require a payment by the indemnifying Party entitled to control the defense to such Third Party, without the prior written consent of the Party entitled to control the defensedefense of such Claim.

Control of Proceedings. (a) To receive the benefits 15.4.1 The Indemnifying Party shall have 20 business days after receipt of the indemnity under Sections 6.01 notice referred to in Section 15.3 to notify the Indemnified Party that it elects to conduct and control the defense of such claim, proceeding or 6.02suit. If the Indemnifying Party does not give the foregoing notice, as applicablethe Indemnified Party shall have the right to defend, an indemnified contest, settle or compromise such claim, proceeding or suit in the exercise of its exclusive discretion subject to the provisions of Section 15.5, and the Indemnifying Party must shall, upon request from any of the Indemnified Persons, promptly pay to such Indemnified Persons in accordance with the other terms of this Section the amount of any Third-Party Claim resulting from their liability to the third party claimant and all related Expense. 15.4.2 If the Indemnifying Party gives the foregoing notice, the Indemnifying Party shall have the right to undertake, conduct and control, through counsel reasonably acceptable to the Indemnified Party, and at its sole expense, the conduct and settlement of such claim, proceeding or suit, and the Indemnified Party shall cooperate with the Indemnifying Party in connection therewith, provided that (i) give the indemnifying Indemnifying Party written notice shall not thereby permit any lien, encumbrance or other adverse charge to thereafter attach to any asset of any claim or potential claim promptly after the indemnified Party receives written notice of any such claim and Indemnified Person; (ii) allow the indemnifying Indemnifying Party shall not thereby permit any injunction against any Indemnified Person; (iii) the Indemnifying Party shall permit the Indemnified Person and counsel chosen by the Indemnified Person and reasonably acceptable to the Indemnifying Party to assume exclusive control monitor such conduct or settlement and shall provide the Indemnified Person and such counsel with such information regarding such claim, proceeding or suit as either of them may reasonably request (which request may be general or specific), but the defense fees and settlement expenses of such counsel shall be borne by the Indemnified Person unless (including all decisions relating 1) the Indemnifying Party and the Indemnified Person shall have mutually agreed to litigation, defense and appealthe retention of such counsel or (2) of the named parties to any such claim, providedproceeding or suit include the Indemnified Person and the Indemnifying Party and in the reasonable opinion of counsel to the Indemnified Person representation of both parties by the same counsel would be inappropriate due to actual or likely conflicts of interest between them, that, in either of which cases the reasonable fees and disbursements of counsel for such Indemnified Person shall be reimbursed by the Indemnifying Party to the Indemnified Person; and (iiv) the controlling Indemnifying Party has confirmed its indemnification obligation shall agree promptly to such indemnified Party reimburse to the extent required under this Section 6.04 with respect to a given the Indemnified Person for the full amount of any Third-Party Claim resulting from such claim), proceeding or suit and (ii) such controlling Party may not settle such claim or enter into any voluntary consent judgment in any manner that would (w) require payment all related Expense incurred by the other Party, (x) materially adversely affect the rights granted to the other Party hereunder, (y) make any admission of wrongdoing or fault of any Party without such Party’s prior written consent, or (z) materially conflict with the terms of this Agreement, without first obtaining the other Party’s prior written consentIndemnified Person. (b) The indemnified Party 15.4.3 In no event shall (so long as such cooperation does not vitiate any legal privilege to which it is entitled) reasonably cooperate with the indemnifying Party in its defense of the claim (including making documents and records available for review and copying and making persons within its/his/her control available for pertinent testimony). If the indemnifying Party defends the claim, an indemnified Party may participate in, but not control, the defense of such claim using attorneys of its/his/her choice and at its/his/her sole cost and expense. An indemnifying Party shall have no obligation or liability under this Section 6 as to any claim for which settlement or compromise of such claim is made by an indemnified Indemnifying Party without the prior written consent of the indemnifying Party. (c) If the indemnifying Party notifies the other in writing that it will not defend the other Party against such claim asserted against the other Party, or if the indemnifying Party fails to defend or take other reasonable, timely action, in response to such claim asserted against the other Party, the indemnified Party shall have the right, but not the obligation, to defend or take other reasonable action to defend its interests in such proceedings, and shall have the right to litigateIndemnified Person, settle or otherwise dispose comprise any claim or consent to the entry of any judgment that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Person a release from all liability in respect of such claim without limiting its rights to indemnification under this Section 6; provided, however, that claim. 15.4.4 If the Indemnifying Party shall not have undertaken the right conduct and control of the defense of any claim, suit or proceeding as provided above, the Indemnifying Party shall nevertheless be entitled through counsel chosen by the Indemnifying Party and reasonably acceptable to settle the Indemnified Person to monitor the conduct or settlement of such claim or enter into a consent judgment in a manner that adversely affects the rights granted to the indemnifying Party hereunder, or would materially conflict with this Agreement, or would require a payment by the indemnifying Indemnified Person, and the Indemnified Person shall provide the Indemnifying Party without and such counsel with such information regarding such action or suit as either of them may reasonably request (which request may be general or specific), but all costs and expenses incurred in connection with such monitoring shall be borne by the prior written consent of the Party entitled to control the defenseIndemnifying Party.

Control of Proceedings. (a) To receive In the benefits case of any Proceeding with respect to Income Taxes or Other Taxes for which a party is or may be liable pursuant to this Agreement, Parent or Spinco, as the case may be, shall promptly give notice to the other party, informing such other party of the indemnity under Sections 6.01 Proceeding in reasonable detail, and Parent or 6.02Spinco, as applicablethe case may be, an indemnified Party must (i) give shall execute or cause to be executed any powers of attorney or other documents necessary to enable the indemnifying Party written notice of party that may be so liable to take all actions desired by such party with respect to such Proceeding. Such party shall have the right to control any such Proceeding and, to initiate any claim for refund, file any amended return or potential claim promptly after the indemnified Party receives written notice of take any other action that it deems appropriate with respect to such claim and (ii) allow the indemnifying Party to assume exclusive control of the defense and settlement (including all decisions relating to litigation, defense and appeal) of any such claimIncome Taxes or Other Taxes, provided, thathowever, (i) the controlling Party has confirmed its indemnification obligation to that if such indemnified Party under this Section 6.04 with respect Proceeding relates to a given claim), and (ii) such controlling Party may not settle such claim or enter into any voluntary consent judgment in any manner that would (w) require payment by Tax Return for which the other Party, (x) materially adversely affect the rights granted to the other Party hereunder, (y) make any admission of wrongdoing or fault of any Party without such Party’s prior written consent, or (z) materially conflict with the terms of this Agreement, without first obtaining the other Party’s prior written consent. (b) The indemnified Party shall (so long as such cooperation does not vitiate any legal privilege to which it party is entitled) reasonably cooperate with the indemnifying Party in its defense of the claim (including making documents and records available for review and copying and making persons within its/his/her control available for pertinent testimony). If the indemnifying Party defends the claim, an indemnified Party may participate in, but not controlResponsible, the defense of such claim using attorneys of its/his/her choice and at its/his/her sole cost and expense. An indemnifying Party shall have no obligation or liability under this Section 6 as to any claim for which settlement or compromise of such claim is made by an indemnified Party without the prior written consent of the indemnifying Party. (c) If the indemnifying Party notifies the other in writing that it will not defend the other Party against such claim asserted against the other Party, or if the indemnifying Party fails to defend or take other reasonable, timely action, in response to such claim asserted against the other Party, the indemnified Party Responsible party shall have the right, but not the obligationwithin a reasonable time after such notice is given, to defend or take deny the non-Responsible party control of such Proceeding. In the event that a Responsible party denies control of a Proceeding to a non-Responsible party, the parties shall agree upon the amount of such Income Taxes of Other Taxes for which the non-Responsible party is liable pursuant to this Agreement or, if the parties cannot so agree, shall submit the amount of such liability to arbitration for resolution (in a manner consistent with the procedures set forth in Section 8 hereof), which resolution shall determine the amount of A-13 the payment to be made pursuant to this Agreement, taking into account the risks of litigation and the other reasonable action to defend its interests in practical considerations associated with the settlement of such proceedingsa Proceeding, and the Responsible party shall have the right sole discretion to litigatedefend, settle or otherwise dispose take any action that it deems appropriate with respect to such Proceeding. For purposes of this Section 9, a party is Responsible for any Tax Return that it is required to file pursuant to Section 4 hereof, and Parent is Responsible for any Tax Returns of any such claim without limiting its rights to indemnification under this Section 6; provided, however, that the Party shall not have the right to settle such claim or enter into a consent judgment in a manner that adversely affects the rights granted to the indemnifying Party hereunder, or would materially conflict with this Agreement, or would require a payment by the indemnifying Party without the prior written consent member of the Party entitled to control Old Company Group (excluding Tax Returns involving solely members of the defenseSpinco Group).

Control of Proceedings. (a) To receive the benefits of the indemnity under Sections 6.01 6.1 or 6.026.2, as applicable, an indemnified Party must (i) give the indemnifying Party written notice of any claim Claim or potential claim Claim promptly after the indemnified Party receives written notice of any such claim and Claim; (ii) allow the indemnifying Party to assume exclusive control of the defense and settlement (including all decisions relating to litigation, defense and appeal) of any such claim, provided, that, Claim (i) the controlling Party so long as it has confirmed its indemnification obligation responsibility to such indemnified Party under this Section 6.04 6.3 with respect to a given claimClaim), and (ii) such ; PROVIDED THAT the controlling Party may not settle such claim or enter into any voluntary consent judgment Claim in any manner that would (w) require payment by the other Party, (x) or would materially adversely affect the rights granted to the other Party hereunder, (y) make any admission of wrongdoing or fault of any Party without such Party’s prior written consent, or (z) would materially conflict with the terms of this Agreement, without first obtaining the other Party’s 's prior written consent. ; and (biii) The indemnified Party shall (so long as such cooperation does not vitiate any legal privilege to which it is entitled) , reasonably cooperate with the indemnifying Party in its defense of the claim Claim (including including, without limitation, making documents and records available for review and copying and making persons within its/his/her control available for pertinent testimony). If the indemnifying Party defends the claim, an indemnified Party may participate in, but not control, the defense of such claim Claim using attorneys of its/his/her choice and at its/his/her sole cost and expense. An indemnifying Party shall have no obligation or liability under this Section Article 6 as to any claim Claim for which settlement or compromise of such claim or an offer of settlement or compromise of such Claim is made by an indemnified Party without the prior written consent of the indemnifying Party. (c) . If the indemnifying Party entitled to control the defense of such Claim notifies the other in writing that it will not defend the other Party against such claim Claim asserted against the other Party, or if the indemnifying Party entitled to control the defense of such Claim fails to defend or take other reasonable, timely action, in response to such claim Claim asserted against the other Party, the indemnified other Party shall have the right, but not the obligation, to defend or take other reasonable action to defend its interests in such proceedings, and shall have the right to litigate, settle or otherwise dispose of any such claim without limiting its rights to indemnification under this Section 6Claim; provided, however, that the other Party shall not have the right to settle such claim or enter into a consent judgment Claim in a manner that adversely affects the rights granted to the indemnifying other Party hereunder, or would materially conflict with this Agreement, or would require a payment by the indemnifying Party entitled to control the defense to such Third Party, without the prior written consent of the Party entitled to control the defensedefense of such Claim.