Common use of Defense and Indemnification Clause in Contracts

Defense and Indemnification. A. DEFENSE AND INDEMNIFICATION BY MBUSA MBUSA agrees to assume the defense of Retailer and to indemnify and hold Retailer harmless in any lawsuit naming Retailer as a defendant and involving any Mercedes-Benz Light Truck Product when the lawsuit also involves allegations of: 1. Bodily injury or property damage arising out of an occurrence allegedly caused solely by a defect or failure to warn of a defect in design, manufacture or assembly of a Mercedes-Benz Light Truck Product, provided that the defect could not reasonably have been discovered by Retailer during the pre-delivery inspections and service of the Mercedes-Benz Light Truck Product or otherwise; 2. Any misrepresentation or misleading statement or unfair or deceptive trade practice of MBUSA; or 3. Any substantial damage to a Mercedes-Benz Light Truck Product purchased by Retailer from MBUSA that was repaired by MBUSA and where Retailer had not been notified of such damage in writing prior to the delivery of the subject light truck, part or accessory to a retail client; and 4. That Retailer delivers to MBUSA, in a manner to be designated by MBUSA, within twenty (20) days of the service of any summons or complaint, copies of such documents and requests in writing a defense and/or indemnification therein (except as provided in Section XIII.D below); 5. That the complaint does not involve allegations of Retailer misconduct, including but not limited to, improper or unsatisfactory service or repair, misrepresentation, or any claim of Retailer's unfair or deceptive trade practice; 6. That the Mercedes-Benz Light Truck Product which is the subject of the lawsuit was not altered by or for Retailer; 7. That Retailer agrees to cooperate fully in the defense of such action as MBUSA may reasonably require; and 8. That Retailer agrees that MBUSA may offset any recovery on Retailer's behalf against any indemnification that may be required hereunder. B. DEFENSE AND INDEMNIFICATION BY RETAILER Retailer agrees to assume the defense of MBUSA or MBUSI and to indemnify and hold them harmless in any lawsuit naming MBUSA or MBUSI as a defendant when the lawsuit involves allegations of: 1. Retailer's failure to comply, in whole or in part, with any obligation assumed by Retailer under this Agreement; 2. Retailer's negligent or improper inspection, preparation, repair or servicing of a new or used Mercedes-Benz Light Truck Product, or such other motor vehicles or equipment as may be sold or serviced by Retailer; 3. Retailers alleged breach of any contract or warranty other than that provided by MBUSA or MBUSI; 4. Retailer's alleged misleading statements, misrepresentations, or deceptive or unfair trade practices; 5. Any modification or alteration made by or on behalf of Retailer to a Mercedes-Benz Light Track Product, except those made pursuant to the express written instruction or with the express written approval of MBUSA; 6. Any change in the employment status or in the terms or conditions of employment of any officer, employee or agent of Retailer or of any Owner or the Retailer Operator, including but not limited to claims for breach of employment contract, wrongful termination or discharge, tortious interference with contract or economic advantage, and similar claims; and Provided: 7. That MBUSA delivers to Retailer, within twenty (20) days of the service of any summons, or complaint, copies of such documents, and requests in writing a defense and/or indemnification therein (except as provided in Section XIII.D below); 8. That MBUSA agrees to cooperate fully in the defense of such action as Retailer may reasonably require; and 9. That the complaint does not involve allegations of liability premised upon MBUSA's separate conduct or omissions. C. CONDITIONAL DEFENSE AND/OR INDEMNIFICATION In agreeing to defend and/or indemnify each other, Retailer and MBUSA may make their agreement conditional on the continued existence of the state of facts as then known to such party and may provide for the withdrawal of such defense and/or indemnification at such time as facts arise which, if known at the time of the original request for a defense and/or indemnification, would have caused either Retailer or MBUSA to refuse such request. The party withdrawing from its agreement to defend and/or indemnify shall give timely notice of its intent to withdraw. Such notice shall be in writing and shall be effective upon receipt. The withdrawing party shall be responsible for all costs and expenses of defense up to the date of receipt of its notice of withdrawal.

Defense and Indemnification. A. DEFENSE AND INDEMNIFICATION BY MBUSA MBUSA DISTRIBUTOR DISTRIBUTOR agrees to assume the defense of Retailer DEALER and to indemnify and hold Retailer harmless DEALER, expressly conditioned and subject to all provisions of Section XXV(C), against loss in any lawsuit or claim naming Retailer as a defendant and involving any Mercedes-Benz Light Truck Product when the lawsuit also involves allegations of: 1. Bodily injury or DEALER for bodily injury, property damage arising out or breach of an occurrence allegedly warranty caused solely by a defect or failure to warn of a an alleged defect in design, manufacture or assembly of a Mercedes-Benz Light Truck ProductToyota Product (except for tires not manufactured by FACTORY) sold by DISTRIBUTOR to DEALER for resale that has not been altered, converted or modified by or for DEALER, provided that the alleged defect could not reasonably have been discovered by Retailer DEALER during the pre-pre- delivery inspections inspection or service or installation of Toyota Products, less any offset. DISTRIBUTOR agrees to defend, to indemnify and service of the Mercedes-Benz Light Truck Product or otherwise; 2. Any misrepresentation or hold harmless DEALER for alleged misrepresentations, misleading statement or statements, unfair or deceptive trade practice practices of MBUSA; or 3. Any DISTRIBUTOR, IMPORTER or FACTORY or any substantial damage to a Mercedes-Benz Light Truck Toyota Product purchased by Retailer DEALER from MBUSA that DISTRIBUTOR which was improperly repaired by MBUSA and where Retailer had not DISTRIBUTOR unless DEALER has been notified of such damage in writing prior to the retail delivery of the subject light truckaffected Toyota Product. Notwithstanding any provision of this Agreement, part DISTRIBUTOR shall not be required to defend, to indemnify or accessory to a retail client; and 4. That Retailer delivers to MBUSAhold harmless DEALER against loss resulting from any claim, in a manner to be designated by MBUSA, within twenty (20) days of the service of any summons or complaint, copies of such documents and requests in writing a defense and/or indemnification therein (except as provided in Section XIII.D below); 5. That the complaint does not involve allegations of Retailer or action alleging DEALER misconduct, including but not limited to, improper or unsatisfactory service or repair, misrepresentationor misrepresentations, or any claim of RetailerDEALER's unfair or deceptive trade practice; 6. That the Mercedes-Benz Light Truck Product which is the subject practices or any claim of the lawsuit was not altered by improper environmental or for Retailer; 7. That Retailer agrees to cooperate fully in the defense of such action as MBUSA may reasonably require; and 8. That Retailer agrees that MBUSA may offset any recovery on Retailer's behalf against any indemnification that may be required hereunderwork place practices or conditions. B. DEFENSE AND INDEMNIFICATION BY RETAILER Retailer agrees to assume the defense of MBUSA or MBUSI and to indemnify and hold them harmless in any lawsuit naming MBUSA or MBUSI as a defendant when the lawsuit involves allegations of: 1. Retailer's failure to comply, in whole or in part, with any obligation assumed by Retailer under this Agreement; 2. Retailer's negligent or improper inspection, preparation, repair or servicing of a new or used Mercedes-Benz Light Truck Product, or such other motor vehicles or equipment as may be sold or serviced by Retailer; 3. Retailers alleged breach of any contract or warranty other than that provided by MBUSA or MBUSI; 4. Retailer's alleged misleading statements, misrepresentations, or deceptive or unfair trade practices; 5. Any modification or alteration made by or on behalf of Retailer to a Mercedes-Benz Light Track Product, except those made pursuant to the express written instruction or with the express written approval of MBUSA; 6. Any change in the employment status or in the terms or conditions of employment of any officer, employee or agent of Retailer or of any Owner or the Retailer Operator, including but not limited to claims for breach of employment contract, wrongful termination or discharge, tortious interference with contract or economic advantage, and similar claims; and Provided: 7. That MBUSA delivers to Retailer, within twenty (20) days of the service of any summons, or complaint, copies of such documents, and requests in writing a defense and/or indemnification therein (except as provided in Section XIII.D below); 8. That MBUSA agrees to cooperate fully in the defense of such action as Retailer may reasonably require; and 9. That the complaint does not involve allegations of liability premised upon MBUSA's separate conduct or omissions. C. CONDITIONAL DEFENSE AND/OR INDEMNIFICATION In agreeing to defend and/or indemnify each other, Retailer and MBUSA may make their agreement conditional on the continued existence of the state of facts as then known to such party and may provide for the withdrawal of such defense and/or indemnification at such time as facts arise which, if known at the time of the original request for a defense and/or indemnification, would have caused either Retailer or MBUSA to refuse such request. The party withdrawing from its agreement to defend and/or indemnify shall give timely notice of its intent to withdraw. Such notice shall be in writing and shall be effective upon receipt. The withdrawing party shall be responsible for all costs and expenses of defense up to the date of receipt of its notice of withdrawal.

Defense and Indemnification. A. DEFENSE AND INDEMNIFICATION BY MBUSA MBUSA DISTRIBUTOR DISTRIBUTOR agrees to assume the defense of Retailer DEALER and to indemnify and hold Retailer harmless DEALER, expressly conditioned and subject to all provisions of Section XXV(C), against loss in any lawsuit or claim naming Retailer as a defendant and involving any Mercedes-Benz Light Truck Product when the lawsuit also involves allegations of: 1. Bodily injury or DEALER for bodily injury, property damage arising out or breach of an occurrence allegedly warranty caused solely by a defect or failure to warn of a an alleged defect in design, manufacture or assembly of a Mercedes-Benz Light Truck ProductToyota Product (except for tires not manufactured by FACTORY) sold by DISTRIBUTOR to DEALER for resale that has not been altered, converted or modified by or for DEALER, provided that the alleged defect could not reasonably have been discovered by Retailer DEALER during the pre-delivery inspections inspection or service or installation of Toyota Products, less any offset. DISTRIBUTOR agrees to defend, to indemnify and service of the Mercedes-Benz Light Truck Product or otherwise; 2. Any misrepresentation or hold harmless DEALER for alleged misrepresentations, misleading statement or statements, unfair or deceptive trade practice practices of MBUSA; or 3. Any DISTRIBUTOR, IMPORTER or FACTORY or any substantial damage to a Mercedes-Benz Light Truck Toyota Product purchased by Retailer DEALER from MBUSA that DISTRIBUTOR which was improperly repaired by MBUSA and where Retailer had not DISTRIBUTOR unless DEALER has been notified of such damage in writing prior to the retail delivery of the subject light truckaffected Toyota Product. Notwithstanding any provision of this Agreement, part DISTRIBUTOR shall not be required to defend, to indemnify or accessory to a retail client; and 4. That Retailer delivers to MBUSAhold harmless DEALER against loss resulting from any claim, in a manner to be designated by MBUSA, within twenty (20) days of the service of any summons or complaint, copies of such documents and requests in writing a defense and/or indemnification therein (except as provided in Section XIII.D below); 5. That the complaint does not involve allegations of Retailer or action alleging DEALER misconduct, including but not limited to, improper or unsatisfactory service or repair, misrepresentationor misrepresentations, or any claim of RetailerDEALER's unfair or deceptive trade practice; 6. That the Mercedes-Benz Light Truck Product which is the subject practices or any claim of the lawsuit was not altered by improper environmental or for Retailer; 7. That Retailer agrees to cooperate fully in the defense of such action as MBUSA may reasonably require; and 8. That Retailer agrees that MBUSA may offset any recovery on Retailer's behalf against any indemnification that may be required hereunderwork place practices or conditions. B. DEFENSE AND INDEMNIFICATION BY RETAILER Retailer agrees to assume the defense of MBUSA or MBUSI and to indemnify and hold them harmless in any lawsuit naming MBUSA or MBUSI as a defendant when the lawsuit involves allegations of: 1. Retailer's failure to comply, in whole or in part, with any obligation assumed by Retailer under this Agreement; 2. Retailer's negligent or improper inspection, preparation, repair or servicing of a new or used Mercedes-Benz Light Truck Product, or such other motor vehicles or equipment as may be sold or serviced by Retailer; 3. Retailers alleged breach of any contract or warranty other than that provided by MBUSA or MBUSI; 4. Retailer's alleged misleading statements, misrepresentations, or deceptive or unfair trade practices; 5. Any modification or alteration made by or on behalf of Retailer to a Mercedes-Benz Light Track Product, except those made pursuant to the express written instruction or with the express written approval of MBUSA; 6. Any change in the employment status or in the terms or conditions of employment of any officer, employee or agent of Retailer or of any Owner or the Retailer Operator, including but not limited to claims for breach of employment contract, wrongful termination or discharge, tortious interference with contract or economic advantage, and similar claims; and Provided: 7. That MBUSA delivers to Retailer, within twenty (20) days of the service of any summons, or complaint, copies of such documents, and requests in writing a defense and/or indemnification therein (except as provided in Section XIII.D below); 8. That MBUSA agrees to cooperate fully in the defense of such action as Retailer may reasonably require; and 9. That the complaint does not involve allegations of liability premised upon MBUSA's separate conduct or omissions. C. CONDITIONAL DEFENSE AND/OR INDEMNIFICATION In agreeing to defend and/or indemnify each other, Retailer and MBUSA may make their agreement conditional on the continued existence of the state of facts as then known to such party and may provide for the withdrawal of such defense and/or indemnification at such time as facts arise which, if known at the time of the original request for a defense and/or indemnification, would have caused either Retailer or MBUSA to refuse such request. The party withdrawing from its agreement to defend and/or indemnify shall give timely notice of its intent to withdraw. Such notice shall be in writing and shall be effective upon receipt. The withdrawing party shall be responsible for all costs and expenses of defense up to the date of receipt of its notice of withdrawal.

Defense and Indemnification. A. DEFENSE AND INDEMNIFICATION BY MBUSA MBUSA DISTRIBUTOR DISTRIBUTOR agrees to assume the defense of Retailer DEALER and to indemnify and hold Retailer DEALER harmless in any lawsuit naming Retailer DEALER as a defendant and involving any Mercedes-Benz Light Truck LEXUS Product when the lawsuit also involves allegations of: 1. Bodily Breach of warranty provided by DISTRIBUTOR, bodily injury or property damage arising out of an occurrence allegedly caused solely by a defect or failure to warn of a defect in design, manufacture or assembly of a Mercedes-Benz Light Truck ProductLEXUS Product (except for tires not manufactured by FACTORY), provided that the defect could not reasonably have been discovered by Retailer DEALER during the pre-delivery inspections and service of the Mercedes-Benz Light Truck Product or otherwiseLEXUS Product; 2. Any misrepresentation or misleading statement or unfair or deceptive trade practice of MBUSADISTRIBUTOR; or 3. Any substantial damage to a Mercedes-Benz Light Truck LEXUS Product purchased by Retailer DEALER from MBUSA DISTRIBUTOR that was repaired by MBUSA DISTRIBUTOR and where Retailer DEALER had not been notified of such damage in writing prior to the delivery of the subject light truckvehicle, part or accessory to a retail clientCustomer; andand Provided: 4. That Retailer DEALER delivers to MBUSADISTRIBUTOR, in a manner to be designated by MBUSADISTRIBUTOR, within twenty (20) days of the service of any summons or complaint, copies of such documents and requests in writing a defense and/or indemnification therein (except as provided in Section XIII.D Paragraph (D) below); 5. That the complaint does not involve allegations of Retailer DEALER misconduct, including but not limited to, improper or unsatisfactory service or repair, misrepresentation, or any claim of Retailer's DEALER'S unfair or deceptive trade practice; 6. That the Mercedes-Benz Light Truck LEXUS Product which is the subject of the lawsuit was not altered by or for RetailerDEALER; 7. That Retailer DEALER agrees to cooperate fully in the defense of such action as MBUSA DISTRIBUTOR may reasonably require; and 8. That Retailer DEALER agrees that MBUSA DISTRIBUTOR may offset any recovery on Retailer's DEALER'S behalf against any indemnification that may be required hereunder. B. DEFENSE AND INDEMNIFICATION BY RETAILER Retailer agrees to assume the defense of MBUSA or MBUSI and to indemnify and hold them harmless in any lawsuit naming MBUSA or MBUSI as a defendant when the lawsuit involves allegations of: 1. Retailer's failure to comply, in whole or in part, with any obligation assumed by Retailer under this Agreement; 2. Retailer's negligent or improper inspection, preparation, repair or servicing of a new or used Mercedes-Benz Light Truck Product, or such other motor vehicles or equipment as may be sold or serviced by Retailer; 3. Retailers alleged breach of any contract or warranty other than that provided by MBUSA or MBUSI; 4. Retailer's alleged misleading statements, misrepresentations, or deceptive or unfair trade practices; 5. Any modification or alteration made by or on behalf of Retailer to a Mercedes-Benz Light Track Product, except those made pursuant to the express written instruction or with the express written approval of MBUSA; 6. Any change in the employment status or in the terms or conditions of employment of any officer, employee or agent of Retailer or of any Owner or the Retailer Operator, including but not limited to claims for breach of employment contract, wrongful termination or discharge, tortious interference with contract or economic advantage, and similar claims; and Provided: 7. That MBUSA delivers to Retailer, within twenty (20) days of the service of any summons, or complaint, copies of such documents, and requests in writing a defense and/or indemnification therein (except as provided in Section XIII.D below); 8. That MBUSA agrees to cooperate fully in the defense of such action as Retailer may reasonably require; and 9. That the complaint does not involve allegations of liability premised upon MBUSA's separate conduct or omissions. C. CONDITIONAL DEFENSE AND/OR INDEMNIFICATION In agreeing to defend and/or indemnify each other, Retailer and MBUSA may make their agreement conditional on the continued existence of the state of facts as then known to such party and may provide for the withdrawal of such defense and/or indemnification at such time as facts arise which, if known at the time of the original request for a defense and/or indemnification, would have caused either Retailer or MBUSA to refuse such request. The party withdrawing from its agreement to defend and/or indemnify shall give timely notice of its intent to withdraw. Such notice shall be in writing and shall be effective upon receipt. The withdrawing party shall be responsible for all costs and expenses of defense up to the date of receipt of its notice of withdrawal.

Defense and Indemnification. A. DEFENSE AND INDEMNIFICATION BY MBUSA MBUSA agrees to assume the defense of Retailer and to indemnify and hold Retailer harmless in any lawsuit naming Retailer as a defendant and involving any Mercedes-Benz Light Truck Product when the lawsuit also involves allegations of: 1. Bodily injury or property damage arising out of an occurrence allegedly caused solely by a defect or failure to warn of a defect in design, manufacture or assembly of a Mercedes-Benz Light Truck Product, provided that the defect could not reasonably have been discovered by Retailer during the pre-delivery inspections and service of the Mercedes-Benz Light Truck Product or otherwise; 2. Any misrepresentation or misleading statement or unfair or deceptive trade practice of MBUSA; or 3. Any substantial damage to a Mercedes-Benz Light Truck Product purchased by Retailer from MBUSA that was repaired by MBUSA and where Retailer had not been notified of such damage in writing prior to the delivery of the subject light truck, part or accessory to a retail client; and 4. That Retailer delivers to MBUSA, in a manner to be designated by MBUSA, within twenty (20) days of the service of any summons or complaint, copies of such documents and requests in writing a defense and/or indemnification therein (except as provided in Section XIII.D below); 5. That the complaint does not involve allegations of Retailer misconduct, including but not limited to, improper or unsatisfactory service or repair, misrepresentation, or any claim of Retailer's unfair or deceptive trade practice; 6. That the Mercedes-Benz Light Truck Product which is the subject of the lawsuit was not altered by or for Retailer; 7. That Retailer agrees to cooperate fully in the defense of such action as MBUSA may reasonably require; and 8. That Retailer agrees that MBUSA may offset any recovery on Retailer's behalf against any indemnification that may be required hereunder. B. DEFENSE AND INDEMNIFICATION BY RETAILER Retailer agrees to assume the defense of MBUSA or MBUSI and to indemnify and hold them harmless in any lawsuit naming MBUSA or MBUSI as a defendant when the lawsuit involves allegations of: 1. Retailer's failure to comply, in whole or in part, with any obligation assumed by Retailer under this Agreement; 2. Retailer's negligent or improper inspection, preparation, repair or servicing of a new or used Mercedes-Benz Light Truck Product, or such other motor vehicles or equipment as may be sold or serviced by Retailer; 3. Retailers alleged breach of any contract or warranty other than that provided by MBUSA or MBUSI; 4. Retailer's alleged misleading statements, misrepresentations, or deceptive or unfair trade practices; 5. Any modification or alteration made by or on behalf of Retailer to a Mercedes-Benz Light Track Product, except those made pursuant to the express written instruction or with the express written approval of MBUSA; 6. Any change in the employment status or in the terms or conditions of employment of any officer, employee or agent of Retailer or of any Owner or the Retailer Operator, including but not limited to claims for breach of employment contract, wrongful termination or discharge, tortious interference with contract or economic advantage, and similar claims; and Provided: 7. That MBUSA delivers to Retailer, within twenty (20) days of the service of any summons, or complaint, copies of such documents, and requests in writing a defense and/or indemnification therein (except as provided in Section XIII.D below); 8. That MBUSA agrees to cooperate fully in the defense of such action as Retailer may reasonably require; and 9. That the complaint does not involve allegations of liability premised upon MBUSA's separate conduct or omissions. C. CONDITIONAL DEFENSE AND/OR INDEMNIFICATION In agreeing to defend and/or indemnify each other, Retailer and MBUSA may make their agreement conditional on the continued existence of the state of facts as then known to such party and may provide for the withdrawal of such defense and/or indemnification at such time as facts arise which, if known at the time of the original request for a defense and/or indemnification, would have caused either Retailer or MBUSA to refuse such request. The party withdrawing from its agreement to defend and/or indemnify shall give timely notice of its intent to withdraw. Such notice shall be in writing and shall be effective upon receipt. The withdrawing party shall be responsible for all costs and expenses of defense up to the date of receipt of its notice of withdrawal.

Defense and Indemnification. A. DEFENSE AND INDEMNIFICATION BY MBUSA MBUSA DISTRIBUTOR DISTRIBUTOR agrees to assume the defense of Retailer DEALER and to indemnify and hold Retailer DEALER harmless in any lawsuit naming Retailer DEALER as a defendant and involving any Mercedes-Benz Light Truck LEXUS Product when the lawsuit also involves allegations of: 1. Bodily Breach of warranty provided by DISTRIBUTOR, bodily injury or property damage arising out of an occurrence allegedly caused solely by a defect or failure to warn of a defect in design, manufacture or assembly of a Mercedes-Benz Light Truck ProductLEXUS Product (except for tires not manufactured by FACTORY), provided that the defect could not reasonably have been discovered by Retailer DEALER during the pre-delivery inspections and service of the Mercedes-Benz Light Truck Product or otherwiseLEXUS Product; 2. Any misrepresentation or misleading statement or unfair or deceptive trade practice of MBUSADISTRIBUTOR; or 3. Any substantial damage to a Mercedes-Benz Light Truck LEXUS Product purchased by Retailer DEALER from MBUSA DISTRIBUTOR that was repaired by MBUSA DISTRIBUTOR and where Retailer DEALER had not been notified of such damage in writing prior to the delivery of the subject light truckvehicle, part or accessory to a retail clientCustomer; andand Provided: 4. That Retailer DEALER delivers to MBUSA, DISTRIBUTOR in a manner to be designated by MBUSADISTRIBUTOR, within twenty (20) days of the service of any summons or complaint, copies of such documents and requests in writing a defense and/or indemnification therein (except as provided in Section XIII.D Paragraph (D) below); 5. That the complaint does not involve allegations of Retailer DEALER misconduct, including but not limited to, improper or unsatisfactory service or repair, misrepresentation, or any claim of Retailer's DEALER'S unfair or deceptive trade practice; 6. That the Mercedes-Benz Light Truck LEXUS Product which is the subject of the lawsuit was not altered by or for RetailerDEALER; 7. That Retailer DEALER agrees to cooperate fully in the defense of such action as MBUSA DISTRIBUTOR may reasonably require; and 8. That Retailer DEALER agrees that MBUSA DISTRIBUTOR may offset any recovery on Retailer's DEALER'S behalf against any indemnification that may be required hereunder. B. DEFENSE AND INDEMNIFICATION BY RETAILER Retailer agrees to assume the defense of MBUSA or MBUSI and to indemnify and hold them harmless in any lawsuit naming MBUSA or MBUSI as a defendant when the lawsuit involves allegations of: 1. Retailer's failure to comply, in whole or in part, with any obligation assumed by Retailer under this Agreement; 2. Retailer's negligent or improper inspection, preparation, repair or servicing of a new or used Mercedes-Benz Light Truck Product, or such other motor vehicles or equipment as may be sold or serviced by Retailer; 3. Retailers alleged breach of any contract or warranty other than that provided by MBUSA or MBUSI; 4. Retailer's alleged misleading statements, misrepresentations, or deceptive or unfair trade practices; 5. Any modification or alteration made by or on behalf of Retailer to a Mercedes-Benz Light Track Product, except those made pursuant to the express written instruction or with the express written approval of MBUSA; 6. Any change in the employment status or in the terms or conditions of employment of any officer, employee or agent of Retailer or of any Owner or the Retailer Operator, including but not limited to claims for breach of employment contract, wrongful termination or discharge, tortious interference with contract or economic advantage, and similar claims; and Provided: 7. That MBUSA delivers to Retailer, within twenty (20) days of the service of any summons, or complaint, copies of such documents, and requests in writing a defense and/or indemnification therein (except as provided in Section XIII.D below); 8. That MBUSA agrees to cooperate fully in the defense of such action as Retailer may reasonably require; and 9. That the complaint does not involve allegations of liability premised upon MBUSA's separate conduct or omissions. C. CONDITIONAL DEFENSE AND/OR INDEMNIFICATION In agreeing to defend and/or indemnify each other, Retailer and MBUSA may make their agreement conditional on the continued existence of the state of facts as then known to such party and may provide for the withdrawal of such defense and/or indemnification at such time as facts arise which, if known at the time of the original request for a defense and/or indemnification, would have caused either Retailer or MBUSA to refuse such request. The party withdrawing from its agreement to defend and/or indemnify shall give timely notice of its intent to withdraw. Such notice shall be in writing and shall be effective upon receipt. The withdrawing party shall be responsible for all costs and expenses of defense up to the date of receipt of its notice of withdrawal.