Common use of Defense and Settlement of Third Party Claims Clause in Contracts

Defense and Settlement of Third Party Claims. The Indemnifying Party shall have the right (without prejudice to the right of any Indemnified Party to participate at its or his own expense through counsel of its or his own choosing) to defend against any Third Party Claim at its or his expense and through counsel of its or his own choosing and to control such defense if the Indemnifying Party gives written notice of its or his intention to do so within 15 business days of its or his receipt of notice of the Third Party Claim. The Indemnified Party shall cooperate fully in all reasonable respects in the defense of such Third Party Claim and shall make available to the Indemnifying Party or its or his counsel all pertinent information under their control relating thereto. The Indemnified Party shall have the right to elect to settle any Third Party Claim; provided, however, the Indemnifying Party shall not have any indemnification obligation with respect to any monetary payment to any third party required by such settlement unless the Indemnifying Party shall have consented thereto. The Indemnifying Party shall have the right to elect to settle any Third Party Claim subject to the consent of the Indemnified Party; provided, however, that if the Indemnified Party fails to give such consent within 15 business days of being requested to do so, the Indemnified Party shall, at its expense, assume the defense of such Third Party Claim and regardless of the outcome of such matter, the Indemnifying Party's liability hereunder shall be limited to the amount of any such proposed settlement. The foregoing provisions notwithstanding, in no event (a) may either Indemnifying Party adjust, compromise or settle any Third Party Claim unless such adjustment, compromise or settlement unconditionally releases the Indemnified Party from all liability, (b) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant or the Surviving Corporation to own or use any of the Company's assets or (c) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant or the Surviving Corporation.

Defense and Settlement of Third Party Claims. (i) The Indemnifying Party Person shall have 30 days (or such lesser number of days set forth in the right Claim Notice as may be required by court proceedings in the event of a litigated matter) after receipt of the Claim Notice (without prejudice to the right of any Indemnified Party to participate at its or his own expense through counsel of its or his own choosing“Notice Period”) to defend against any Third Party Claim at its or his expense and through counsel of its or his own choosing and notify the Indemnified Person that it desires to control such defense if the Indemnifying Party gives written notice of its or his intention to do so within 15 business days of its or his receipt of notice of the Third Party Claim. The Indemnified Party shall cooperate fully in all reasonable respects in assume the defense of such Third the Indemnified Person against the Third-Party Claim and shall make available to specified in such Claim Notice. In the event that the Indemnifying Person notifies the Indemnified Person within the Notice Period that it desires to defend the Indemnified Person against any Third-Party or its or his counsel all pertinent information under their control relating thereto. The Indemnified Party Claim, the Indemnifying Person shall have the right to elect defend the Indemnified Person by appropriate proceedings and shall have the sole power to direct and control such defense at its expense. Once the Indemnifying Person has duly assumed the defense of such Third-Party Claim, the Indemnified Person shall have the right, but not the obligation, to participate in any such defense and to employ separate counsel of its choosing. The Indemnified Person shall participate in any such defense at its expense (which expense shall not constitute a Loss) unless the Indemnifying Person and the Indemnified Person are both named parties to the proceedings and the Indemnified Person shall have reasonably concluded, based on the written advice of counsel, that representation of both parties by the same counsel would be inappropriate due to actual or potential differing material interests between them. The Indemnifying Person shall not, without the prior written consent of the Indemnified Person, settle, compromise or offer to settle or compromise any Third Third-Party Claim; provided, however, the Indemnifying Party shall not have any indemnification obligation with respect to any monetary payment to any third party required by that no such settlement unless the Indemnifying Party shall have consented thereto. The Indemnifying Party shall have the right to elect to settle any Third Party Claim subject to the prior written consent of the Indemnified Party; provided, however, Person shall be required to any proposed settlement that if involves only the Indemnified Party fails to give such consent within 15 business days payment of being requested to do so, the Indemnified Party shall, at its expense, assume the defense of such Third Party Claim and regardless of the outcome of such matter, money by the Indemnifying Party's Person, includes as an unconditional term thereof the granting by the person asserting such claim or bringing such action of an unconditional release from liability hereunder shall be limited to the amount of any all Indemnified Parties with respect to such claim; such proposed settlement. The foregoing provisions notwithstanding, in settlement is not dispositive with respect to other claims that may be made by any Indemnified Person; no event (a) may either Indemnifying Party adjust, compromise injunctive or settle equitable is entered against any Third Party Claim unless such adjustment, compromise Indemnified Person; that the proposed settlement contains no requirement for a press release or other public statement that would likely have a negative impact on any Indemnified Person; and the proposed settlement unconditionally releases the Indemnified Party from all liability, (b) may the Company Indemnifying Party adjust, compromise or settle does not include any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right admission of Provant or the Surviving Corporation to own or use any of the Company's assets or (c) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant or the Surviving Corporationculpability.

Defense and Settlement of Third Party Claims. (i) The Indemnifying Party Person shall have 30 days (or such lesser number of days set forth in the right Claim Notice as may be required by court proceedings in the event of a litigated matter) after receipt of the Claim Notice (without prejudice to the right of any Indemnified Party to participate at its or his own expense through counsel of its or his own choosing“Notice Period”) to defend against any Third Party Claim at its or his expense and through counsel of its or his own choosing and notify the Indemnified Person that it desires to control such defense if the Indemnifying Party gives written notice of its or his intention to do so within 15 business days of its or his receipt of notice of the Third Party Claim. The Indemnified Party shall cooperate fully in all reasonable respects in assume the defense of such Third the Indemnified Person against any Third-Party Claim and shall make available to specified in such Claim Notice. In the event that the Indemnifying Person notifies the Indemnified Person within the Notice Period that it desires to defend the Indemnified Person against a Third-Party or its or his counsel all pertinent information under their control relating thereto. The Indemnified Party Claim, the Indemnifying Person shall have the right to elect defend the Indemnified Person by appropriate proceedings and shall have the sole power to direct and control such defense at its expense. Once the Indemnifying Person has duly assumed the defense of such Third-Party Claim, the Indemnified Person shall have the right, but not the obligation, to participate in any such defense and to employ separate counsel of its choosing. The Indemnified Person shall participate in any such defense at its expense (which expense shall not constitute a Loss) unless the Indemnifying Person and the Indemnified Person are both named parties to the proceedings and the Indemnified Person shall have reasonably concluded, based on the written advice of counsel, that representation of both parties by the same counsel would be inappropriate due to actual or potential differing material interests between them. The Indemnifying Person shall not, without the prior written consent of the Indemnified Person, settle, compromise or offer to settle or compromise any Third Third-Party Claim; provided, however, the Indemnifying Party shall not have any indemnification obligation with respect to any monetary payment to any third party required by that no such settlement unless the Indemnifying Party shall have consented thereto. The Indemnifying Party shall have the right to elect to settle any Third Party Claim subject to the prior written consent of the Indemnified Party; provided, however, Person shall be required to any proposed settlement that if involves only the Indemnified Party fails to give such consent within 15 business days payment of being requested to do so, the Indemnified Party shall, at its expense, assume the defense of such Third Party Claim and regardless of the outcome of such matter, money by the Indemnifying Party's Person, includes as an unconditional term thereof the granting by the person asserting such claim or bringing such action of an unconditional release from liability hereunder shall be limited to the amount of any all Indemnified Parties with respect to such claim; such proposed settlement. The foregoing provisions notwithstanding, in settlement is not dispositive with respect to other claims that may be made by any Indemnified Person; no event (a) may either Indemnifying Party adjust, compromise injunctive or settle equitable relief is entered against any Third Party Claim unless such adjustment, compromise Indemnified Person; that the proposed settlement contains no requirement for a press release or other public statement that would likely have a negative impact on any Indemnified Person; and the proposed settlement unconditionally releases the Indemnified Party from all liability, (b) may the Company Indemnifying Party adjust, compromise or settle does not include any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right admission of Provant or the Surviving Corporation to own or use any of the Company's assets or (c) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant or the Surviving Corporationculpability.

Defense and Settlement of Third Party Claims. The Indemnifying Party shall have the right (without prejudice to the right of any Indemnified Party to participate at its or his own expense through counsel of its or his own choosing) to defend against any If a Third Party Claim at its asserts that the use or his expense and through counsel application of its the Licensed Intellectual Property in the ALSHER Fields infringes or his own choosing and induces or contributes to control infringement of a patent or other intellectual property right owned by such defense if Third Party (“Third Party Infringement Action”), the Indemnifying Party gives first having notice of a Third Party Infringement Action shall promptly notify the other Party in writing. Such written notice of its or his intention to do so within 15 business days of its or his receipt of notice shall set forth the facts of the Third Party ClaimInfringement Action in reasonable detail. The Indemnified Party ALSHER shall cooperate fully in all reasonable respects in have the first right, but not the obligation, to control the defense of such the Third Party Claim and shall make available Infringement Action in the ALSHER TiO2 Pigment Field at its own expense and, subject to the Indemnifying Party or its or his counsel all pertinent information under their control relating thereto. The Indemnified Party remainder of this Section 3.7, shall have the right to elect to settle enter into any settlement, consent judgment or other voluntary final disposition respecting such Third Party Claim; providedInfringement Action, howeverincluding the right to obtain a license from such Third Party. If ALSHER elects not to assume control of the defense of such action, the Indemnifying Party shall not have any indemnification obligation with respect to any monetary payment to any third party required by such settlement unless the Indemnifying Party Altairnano shall have consented thereto. The Indemnifying Party the right, but not the obligation, to control such defense at its own expense and, subject to the remainder of this Section 3.7, shall have the right to elect to settle enter into any settlement, consent judgment or other voluntary final disposition respecting such Third Party Claim Infringement Action, including the right to obtain a license from such Third Party. Altairnano shall have the first right, but not the obligation, to control the defense of the Third Party Infringement Action outside of the ALSHER TiO2 Pigment Field at its own expense and, subject to the remainder of this Section 3.7, shall have the right to enter into any settlement, consent judgment or other voluntary final disposition respecting such Third Party Infringement Action, including the right to obtain a license from such Third Party. If Altairnano elects not to assume control of the Indemnified Party; provided, however, that if the Indemnified Party fails to give such consent within 15 business days of being requested to do so, the Indemnified Party shall, at its expense, assume the defense of such action, ALSHER shall have the right, but not the obligation, to control such defense at its own expense and, subject to the remainder of this Section 3.7, shall have the right to enter into any settlement, consent judgment or other voluntary final disposition respecting such Third Party Claim and regardless Infringement Action, including the right to obtain a license from such Third Party. The Party not controlling such defense will have the right to be represented in any such Third Party Infringement Action at its own expense. The Party controlling such defense shall keep the other Party advised of the outcome status of such matterThird Party Infringement Action and shall consider recommendations made by the other Party in respect thereto. The Party not controlling such defense will assist and cooperate in any such Third Party Infringement Action at the defending Party’s reasonable request and expense. If the Party controlling such defense is not the Party against whom such Third Party Infringement Action was originally brought, then the Indemnifying Party's liability hereunder Party controlling such defense shall be limited not agree to the amount settlement of any such proposed settlement. The foregoing provisions notwithstanding, in no event (a) may either Indemnifying Party adjust, compromise or settle any Third Party Claim unless such adjustment, compromise or settlement unconditionally releases action without the Indemnified Party from all liability, (b) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant or the Surviving Corporation to own or use any prior written consent of the Company's assets or (c) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant or the Surviving Corporationother Party.

Defense and Settlement of Third Party Claims. The In the event of a Third -------------------------------------------- Party Claim, if the Indemnifying Party acknowledges that, as between it and the Indemnified Party, it is obligated to indemnify the Indemnified Party in connection with such Third Party Claim, then such Indemnifying Party shall have the right option to take control of the defense and investigation of such Third Party Claim, and to employ and engage attorneys of its own choice to handle and defend the same, at the Indemnifying Party's sole cost, risk and expense (without prejudice the "Direct Litigation Option"). The Indemnifying Party may elect to exercise the Direct Litigation Option by giving prior written notice to the right of any Indemnified Party to participate at its or his own expense through counsel of its or his own choosing) to defend against any Third Party Claim at its or his expense and through counsel of its or his own choosing and to control such defense if Party. If the Indemnifying Party gives written notice of its or his intention to do so within 15 business days of its or his receipt of notice of elects, the Third Party Claim. The Indemnified Party shall cooperate fully in all reasonable respects with the Indemnifying Party and such attorneys in the investigation, trial and defense of such Third Party Claim and any appeal arising therefrom and shall permit access to the personnel of the Indemnified Party and to any relevant books, records and documents within the possession or control of Indemnified Party in connection with such claim and to take copies of such relevant materials at the expense of the Indemnifying Party; provided, however, that the Indemnified Party may, at its own cost, participate in (but not control) such investigation, trial and defense of such Third Party Claim and any appeal arising therefrom. If the Indemnifying Party does not elect the Direct Litigation Option, then the Indemnified Party shall defend against the Third Party Claim in the manner it deems appropriate. The Indemnifying Party may settle a Third Party Claim upon 30 days prior written notice (the "Settlement Review Period") to the other Party, and such settlement shall be binding upon all the Parties; provided, however, that except as otherwise provided with respect to an unauthorized "Non-Monetary Settlement" (as defined below in this Section 11.4), if within the Settlement Review Period the Indemnified Party shall have objected to such settlement, the Indemnifying Party shall either, at the election of the Indemnified Party: (i) contest the claim at the expense of the Indemnified Party (provided the Indemnified Party shall advance to the Indemnifying Party such expenses as may subsequently be incurred), or (ii) permit the Indemnified Party to defend the claim on its behalf and at its expense provided that the Indemnified Party shall keep the Indemnifying Party advised on a timely basis of all developments with respect to such claim and permit the Indemnifying Party to participate, at its election and expense, in the defense of such claim. Upon the resolution of a Third Party Claim a proposed settlement of which the Indemnified Party shall have rejected as provided in this paragraph (a "Rejected Settlement"), the Indemnifying Party's responsibility with respect to such claim shall be limited to the amount of the proposed settlement plus all costs and expenses incurred in connection with the defense of such Third Party Claim and shall make available on or prior to the Indemnifying Party date on which the Rejected Settlement was rejected by the Indemnified Party. Any settlement or its or his counsel all pertinent information under their control relating theretofinally determined claim resulting from such contest which is made in accordance with this Section 11.4, together with the total expenses of such contest, shall be binding on the Parties for purposes of this Agreement. The Indemnified Party shall have Notwithstanding anything to the right to elect to settle any Third Party Claim; provided, howevercontrary contained in this Section 11.4, the Indemnifying Party shall not have any indemnification obligation with respect to any monetary payment to any third party required by such settlement unless not, without the Indemnifying Party shall have consented thereto. The Indemnifying Party shall have the right to elect to settle any Third Party Claim subject to the prior written consent of the Indemnified Party; provided, however, consent to the entry of any judgment or enter into any settlement that if (a) provides for non-monetary relief binding on the Indemnified Party fails to give such consent within 15 business days or (b) does not include an unconditional and complete release of being requested to do so, the Indemnified Party shallby the claimant (a "Non-Monetary Settlement"). In the event that a Non-Monetary Settlement is proposed by the 57 Indemnifying Party and the Indemnified Party does not consent thereto, at its expensethe Indemnifying Party shall continue to be responsible for the full amount of the costs, assume the defense of expenses and any settlement or judgment with respect to such Third Party Claim and regardless of the outcome of such matter, the Indemnifying Party's liability hereunder shall be limited to the amount of any such proposed settlement. The foregoing provisions notwithstanding, in no event (a) may either Indemnifying Party adjust, compromise or settle any Third Party Claim unless such adjustment, compromise or settlement unconditionally releases the Indemnified Party from all liability, (b) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant or the Surviving Corporation to own or use any of the Company's assets or (c) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant or the Surviving Corporationaccordance with this Article 11.

Defense and Settlement of Third Party Claims. The Indemnifying Party Stockholder shall have the right (without prejudice to the right of any Indemnified Party to participate at its or his their own expense through counsel of its or his their own choosing) to defend against any Third Party Claim at its or his her expense and through counsel of its or his her own choosing and to control such defense if the Indemnifying Party she gives written notice of its or his her intention to do so within 15 business days of its or his her receipt of notice of the Third Party Claim. The Indemnified Party Parties shall cooperate fully in all reasonable respects in the defense of such Third Party Claim and shall make available to the Indemnifying Party Stockholder or its or his her counsel all pertinent information under their control relating thereto. The Indemnified Party Parties shall have the right to elect to settle any Third Party Claim; provided, however, the Indemnifying Party Stockholder shall not have any indemnification obligation with respect to any monetary payment to any third party required by such settlement unless the Indemnifying Party she shall have consented thereto. The Indemnifying Party Stockholder shall have the right to elect to settle any Third Party Claim subject to the consent of the Indemnified PartyBridgeStreet; provided, however, that if the Indemnified Party BridgeStreet fails to give such consent within 15 business days of being requested to do so, the Indemnified Party BridgeStreet shall, at its expense, assume the defense of such Third Party Claim and regardless of the outcome of such matter, the Indemnifying PartyStockholder's liability hereunder shall be limited to the amount of any such proposed settlement. The foregoing provisions notwithstanding, in no event may the Stockholder (a) may either Indemnifying Party adjust, compromise or settle any Third Party Claim (i) unless such adjustment, compromise or settlement unconditionally releases BridgeStreet or the Indemnified Party Surviving Corporation from all liability, liability or (bii) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant BridgeStreet or the Surviving Corporation to own or use any of the Company's assets or (cb) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant BridgeStreet or the Surviving Corporation.

Defense and Settlement of Third Party Claims. (v) The Indemnifying Party Person shall have 30 days (or such lesser number of days set forth in the right Claim Notice as may be required by court proceedings in the event of a litigated matter) after receipt of the Claim Notice (without prejudice to the right of any Indemnified Party to participate at its or his own expense through counsel of its or his own choosing“Notice Period”) to defend against any Third Party Claim at its or his expense and through counsel of its or his own choosing and notify the Indemnified Person that it desires to control such defense if the Indemnifying Party gives written notice of its or his intention to do so within 15 business days of its or his receipt of notice of the Third Party Claim. The Indemnified Party shall cooperate fully in all reasonable respects in assume the defense of such Third the Indemnified Person against any Third-Party Claim and shall make available to specified in such Claim Notice. In the event that the Indemnifying Person notifies the Indemnified Person within the Notice Period that it desires to defend the Indemnified Person against a Third-Party or its or his counsel all pertinent information under their control relating thereto. The Indemnified Party Claim, the Indemnifying Person shall have the right to elect defend the Indemnified Person by appropriate proceedings and shall have the sole power to direct and control such defense at its expense. Once the Indemnifying Person has duly assumed the defense of such Third-Party Claim, the Indemnified Person shall have the right, but not the obligation, to participate in any such defense and to employ separate counsel of its choosing. The Indemnified Person shall participate in any such defense at its expense (which expense shall not constitute a Loss) unless the Indemnifying Person and the Indemnified Person are both named parties to the proceedings and the Indemnified Person shall have reasonably concluded, based on the written advice of counsel, that representation of both parties by the same counsel would be inappropriate due to actual or potential differing material interests between them. The Indemnifying Person shall not, without the prior written consent of the Indemnified Person, settle, compromise or offer to settle or compromise any Third Third-Party Claim; provided, however, the Indemnifying Party shall not have any indemnification obligation with respect to any monetary payment to any third party required by that no such settlement unless the Indemnifying Party shall have consented thereto. The Indemnifying Party shall have the right to elect to settle any Third Party Claim subject to the prior written consent of the Indemnified Party; provided, however, Person shall be required to any proposed settlement that if involves only the Indemnified Party fails to give such consent within 15 business days payment of being requested to do so, the Indemnified Party shall, at its expense, assume the defense of such Third Party Claim and regardless of the outcome of such matter, money by the Indemnifying Party's Person, includes as an unconditional term thereof the granting by the person asserting such claim or bringing such action of an unconditional release from liability hereunder shall be limited to the amount of any all Indemnified Parties with respect to such claim; such proposed settlement. The foregoing provisions notwithstanding, in settlement is not dispositive with respect to other claims that may be made by any Indemnified Person; no event (a) may either Indemnifying Party adjust, compromise injunctive or settle equitable relief is entered against any Third Party Claim unless such adjustment, compromise Indemnified Person; that the proposed settlement contains no requirement for a press release or other public statement that would likely have a negative impact on any Indemnified Person; and the proposed settlement unconditionally releases the Indemnified Party from all liability, (b) may the Company Indemnifying Party adjust, compromise or settle does not include any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right admission of Provant or the Surviving Corporation to own or use any of the Company's assets or (c) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant or the Surviving Corporationculpability.

Defense and Settlement of Third Party Claims. The Indemnifying Party Stockholder shall have the right (without prejudice to the right of any Indemnified Party to participate at its or his their own expense through counsel of its or his their own choosing) to defend against any Third Party Claim at its or his expense and through counsel of its or his own choosing and to control such defense if the Indemnifying Party he gives written notice of its or his intention to do so within 15 business days of its or his their receipt of notice of the Third Party Claim. The Indemnified Party Parties shall cooperate fully in all reasonable respects in the defense of such Third Party Claim and shall make available to the Indemnifying Party or its Stockholder or his counsel all pertinent information under their control relating thereto. The Indemnified Party Parties shall have the right to elect to settle any Third Party Claim; provided, however, the Indemnifying Party Stockholder shall not have any indemnification obligation with respect to any monetary payment to any third party required by such settlement unless the Indemnifying Party they shall have consented thereto. The Indemnifying Party Stockholder shall have the right to elect to settle any Third Party Claim subject to the consent of the Indemnified PartyBridgeStreet; provided, however, that if the Indemnified Party BridgeStreet fails to give such consent within 15 business days of being requested to do so, the Indemnified Party BridgeStreet shall, at its expense, assume the defense of such Third Party Claim and regardless of the outcome of such matter, the Indemnifying PartyStockholder's liability hereunder shall be limited to the amount of any such proposed settlement. The foregoing provisions notwithstanding, in no event may the Stockholder (a) may either Indemnifying Party adjust, compromise or settle any Third Party Claim (i) unless such adjustment, compromise or settlement unconditionally releases BridgeStreet or the Indemnified Party Surviving Corporation from all liability, liability or (bii) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant BridgeStreet or the Surviving Corporation to own or use any of the any Company's assets or (cb) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant BridgeStreet or the Surviving Corporation.

Defense and Settlement of Third Party Claims. (a) The Indemnifying Party shall Indemnitor will have thirty (30) days from the right (without prejudice to the right of any Indemnified Party to participate at its or his own expense through counsel of its or his own choosing) to defend against any date on which such Indemnitor receives a Third Party Claim at to notify the Indemnitee (i) whether or not the Indemnitor disputes its liability to the Indemnitee with respect to such claim, and (ii) whether or his expense and through counsel of its or his own choosing and not the Indemnitor desires to control such defense if the Indemnifying Party gives written notice of its or his intention to do so within 15 business days of its or his receipt of notice of the Third Party Claim. The Indemnified Party shall cooperate fully in all reasonable respects in assume the defense or prosecution of such Third Party Claim and shall make available any litigation resulting therefrom with counsel of its choice and at its sole cost and expense (a “Third Party Defense”); provided that the Indemnitor may assume such defense only if it first acknowledges to the Indemnifying Party Indemnitee in writing that such Indemnitor is fully responsible for all Liabilities relating to, or its Losses arising from or his counsel all pertinent information under their control relating thereto. The Indemnified Party shall have the right to elect to settle any Third Party Claim; providedrelated to, however, the Indemnifying Party shall not have any indemnification obligation with respect to any monetary payment to any third party required by such settlement unless the Indemnifying Party shall have consented thereto. The Indemnifying Party shall have the right to elect to settle any Third Party Claim subject to the consent of the Indemnified Party; provided, however, that if the Indemnified Party fails to give such consent within 15 business days of being requested to do so, the Indemnified Party shall, at its expense, assume the defense of such Third Party Claim and regardless that it will provide full indemnification to the Indemnitee with respect to the action or other claim giving rise to such Third Party Claim in accordance with this Article 6. If the Indemnitor assumes the Third Party Defense in accordance herewith, (I) the Indemnitee may retain separate co-counsel at its sole cost and expense (unless a conflict of interest exists between the interests of the outcome Indemnitor and the Indemnitee that requires representation by separate counsel) and participate in the defense of such matterthe Third Party Claim, but the Indemnifying Party's liability hereunder Indemnitor shall be limited to control the amount of any such proposed settlement. The foregoing provisions notwithstandinginvestigation, defense and settlement thereof and in no event shall the fees or expenses of the Indemnitee constitute “Losses”; (aII) may either Indemnifying Party adjust, compromise the Indemnitee shall not consent to the entry of any judgment or settle enter into any settlement with respect to the Third Party Claim unless such adjustment, compromise without the prior written consent of the Indemnitor; and (III) the Indemnitor shall not consent to the entry of any judgment or enter into any settlement unconditionally releases with respect to the Indemnified Party from all liability, (b) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustmentwithout the prior written consent of the Indemnitee, compromise which shall not be unreasonably withheld, conditioned or delayed, unless (x) the judgment or settlement affects provides solely for the absolute payment of money, (y) the Indemnitor makes such payment in full pursuant to the terms hereof, and sole right of Provant or (z) the Surviving Corporation applicable Indemnitee receive a full, unconditional release with respect to own or use any of the Company's assets or (c) may the Company Indemnifying Party defend any such Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant or the Surviving CorporationClaim.

Defense and Settlement of Third Party Claims. The In the event of a -------------------------------------------- Third-Party Claim, if the Indemnifying Party acknowledges that, as between it and the Indemnified Party, it is obligated to indemnify the Indemnified Party in connection with such Third-Party Claim, then such Indemnifying Party shall have the right option to take control of the defense and investigation of such Third-Party Claim, and to employ and engage attorneys of its own choice to handle and defend the same, at the Indemnifying Party's sole cost, risk and expense (without prejudice the "Direct Litigation Option"). The Indemnifying Party may elect to exercise the Direct Litigation Option by giving prior written notice to the right of any Indemnified Party to participate at its or his own expense through counsel of its or his own choosing) to defend against any Third Party Claim at its or his expense and through counsel of its or his own choosing and to control such defense if Party. If the Indemnifying Party gives written notice of its or his intention to do so within 15 business days of its or his receipt of notice of elects, the Third Party Claim. The Indemnified Party shall cooperate fully in all reasonable respects with the Indemnifying Party and such attorneys in the investigation, trial and defense of such Third Third-Party Claim and any appeal arising therefrom and shall make available permit reasonable access to the Indemnifying Party or its or his counsel all pertinent information under their control relating thereto. The Indemnified Party shall have the right to elect to settle any Third Party Claim; provided, however, the Indemnifying Party shall not have any indemnification obligation with respect to any monetary payment to any third party required by such settlement unless the Indemnifying Party shall have consented thereto. The Indemnifying Party shall have the right to elect to settle any Third Party Claim subject to the consent personnel of the Indemnified Party and to any relevant books, records and documents within the possession or control of Indemnified Party in connection with such claim and to take copies of such relevant materials at the expense of the Indemnifying Party; provided, however, that if the Indemnified Party fails to give may, at its own cost, participate -------- ------- in (but not control) such consent within 15 business days investigation, trial and defense of being requested to do sosuch Third-Party Claim and any appeal arising therefrom. If the Indemnifying Party does not elect the Direct Litigation Option, then the Indemnified Party shallshall defend against the Third-Party Claim in the manner it deems appropriate at the sole cost, at its expenserisk and expense of the Indemnifying Party. If any claim arises where Buyer, assume on the one hand, and one or both Selling Shareholders, on the other hand, share responsibility for the Loss, the Parties shall cooperate in all reasonable respects in the conduct of the defense of such Third the claim. The Indemnifying Party may settle a Third-Party Claim upon reasonable prior written notice to the Indemnified Party, and regardless such settlement shall be binding upon all the parties; provided, however, that without the prior written -------- ------- consent of the outcome of such matterIndemnified Party, the Indemnifying Party's liability hereunder shall be limited Party will not consent to the amount entry of any such proposed settlement. The foregoing provisions notwithstanding, in no event judgment or enter into any settlement that (a) may either Indemnifying Party adjust, compromise or settle any Third Party Claim unless such adjustment, compromise or settlement unconditionally releases provides for non- monetary relief binding on the Indemnified Party from all liability, or (b) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute does not include an unconditional and sole right of Provant or the Surviving Corporation to own or use any complete release of the Company's assets or (c) may Indemnified Party by the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant or the Surviving Corporationclaimant.

Defense and Settlement of Third Party Claims. The Indemnifying Party -------------------------------------------- Parties shall have the right (without prejudice to the right of any the Indemnified Party Parties to participate at its or his their own expense through counsel of its or his their own choosing) to defend against any Third Party Claim at its or his their expense and through counsel of its or his their own choosing and to control such defense if the Indemnifying Party gives they give written notice of its or his their intention to do so within 15 fifteen (15) business days of its or his their receipt of notice of the Third Party Claim. The , and in such event the Indemnified Party Parties shall cooperate fully in all reasonable respects in the defense of such Third Party Claim and shall make available to the Indemnifying Party Parties or its or his their counsel all pertinent information under their its control relating thereto. The Indemnified Party Parties shall have the right to elect to settle any Third Party Claim; provided, however, the Indemnifying Party Parties shall not have any indemnification obligation with respect to any monetary payment to any third party required by such settlement unless the Indemnifying Party they shall have consented theretothereto in writing. The Indemnifying Party Parties shall have the right to elect to settle any Third Party Claim subject to the consent of the Indemnified PartyParties; provided, however, that if the Indemnified Party fails Parties fail to give such consent within 15 fifteen (15) business days of being requested to do so, the Indemnified Party Parties shall, at its their expense, assume the defense of such Third Party Claim and regardless of the outcome of such matter, the Indemnifying Party's Parties' liability hereunder shall be limited to the amount of any such proposed settlement. The foregoing provisions notwithstanding, in no event may the Indemnifying Parties (a) may either Indemnifying Party adjust, compromise or settle any Third Party Claim (i) unless such adjustment, compromise or settlement unconditionally releases the Indemnified Party Xxxxx and Xxxxx Indiana from all liability, liability or (bii) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant Xxxxx or the Surviving Corporation Xxxxx Indiana to own or use any of the Company's any their assets (including, without limitation, contract rights) or (cb) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial conditioncondition (as defined below), results of operations, business or prospects of Provant Xxxxx or Xxxxx Indiana. To the Surviving Corporationextent that the Indemnified Parties assume the defense of a Third Party Claim, the Indemnifying Parties shall have the right to participate at their own expense in the defense or settlement of such claim.

Defense and Settlement of Third Party Claims. The Indemnifying Party Parties shall have the right (without prejudice to the right of any the Indemnified Party Parties to participate at its or his their own expense through counsel of its or his their own choosing) to defend against any Third Party Claim at its or his their expense and through counsel of its or his their own choosing and to control such defense if the Indemnifying Party gives they give written notice of its or his their intention to do so within 15 business days of its or his their receipt of notice of the Third Party Claim. The , and in such event the Indemnified Party Parties shall cooperate fully in all reasonable respects in the defense of such Third Party Claim and shall make available to the Indemnifying Party Parties or its or his their counsel all pertinent information under their its control relating thereto. The Indemnified Party Parties shall have the right to elect to settle any Third Party Claim; provided, however, the Indemnifying Party Parties shall not have any indemnification obligation with respect to any monetary payment to any third party required by such settlement unless the Indemnifying Party they shall have consented thereto. The Indemnifying Party Parties shall have the right to elect to settle any Third Party Claim subject to the consent of the Indemnified PartyParties; provided, however, that if the Indemnified Party fails Parties fail to give such consent within 15 business days of being requested to do so, the Indemnified Party Parties shall, at its their expense, assume the defense of such Third Party Claim and regardless of the outcome of such matter, the Indemnifying Party's Parties' liability hereunder shall be limited to the amount of any such proposed settlement. The foregoing provisions notwithstanding, in no event may the Sellers (a) may either Indemnifying Party adjust, compromise or settle any Third Party Claim (i) unless such adjustment, compromise or settlement unconditionally releases the Indemnified Party MILN, ILN and Xxxxx from all liability, liability or (bii) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant MILN, ILN or the Surviving Corporation Xxxxx to own or use any of the Company's any their assets (including, without limitation, contract rights) or (cb) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, results of operations, business or prospects of Provant MILN or Xxxxx. To the Surviving Corporationextent that the Indemnified Parties assume the defense of a Third Party Claim pursuant, the Indemnifying Parties shall have the right to participate at their own expense in the defense or settlement of such claim.

Defense and Settlement of Third Party Claims. The Indemnifying Party shall have the right (without prejudice to the right of any Indemnified Party to participate at its or his own expense through counsel of its or his own choosing) to defend against any Third Party Claim at its or his expense and through counsel of its or his own choosing and to control such defense if the Indemnifying Party gives written notice of its or his intention to do so within 15 business days of its or his receipt of notice of the Third Party Claim. The Indemnified Party shall cooperate fully in all reasonable respects in the defense of such Third Party Claim and shall 49 50 make available to the Indemnifying Party or its or his counsel all pertinent information under their control relating thereto. The Indemnified Party shall have the right to elect to settle any Third Party Claim; provided, however, the Indemnifying Party shall not have any indemnification obligation with respect to any monetary payment to any third party required by such settlement unless the Indemnifying Party shall have consented thereto. The Indemnifying Party shall have the right to elect to settle any Third Party Claim subject to the consent of the Indemnified Party; provided, however, that if the Indemnified Party fails to give such consent within 15 business days of being requested to do so, the Indemnified Party shall, at its expense, assume the defense of such Third Party Claim and regardless of the outcome of such matter, the Indemnifying Party's liability hereunder shall be limited to the amount of any such proposed settlement. The foregoing provisions notwithstanding, in no event (a) may either Indemnifying Party adjust, compromise or settle any Third Party Claim unless such adjustment, compromise or settlement unconditionally releases the Indemnified Party from all liability, (b) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant or the Surviving Corporation to own or use any of the Company's assets or (c) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant or the Surviving Corporation.

Defense and Settlement of Third Party Claims. The Indemnifying Party -------------------------------------------- shall have the right (without prejudice to the right of any Indemnified Party to participate at its or his own expense through counsel of its or his own choosing) to defend against any Third Party Claim at its or his expense and through counsel of its or his own choosing and to control such defense if the Indemnifying Party gives written notice of its or his intention to do so within 15 business days of its or his receipt of notice of the Third Party Claim. The Indemnified Party shall cooperate fully in all reasonable respects in the defense of such Third Party Claim and shall make available to the Indemnifying Party or its or his counsel all pertinent information under their control relating thereto. The Indemnified Party shall have the right to elect to settle any Third Party Claim; provided, however, the Indemnifying Party shall not have any indemnification obligation with respect to any monetary payment to any third party required by such settlement unless the Indemnifying Party shall have consented thereto. The Indemnifying Party shall have the right to elect to settle any Third Party Claim subject to the consent of the Indemnified Party; provided, however, that if the Indemnified Party fails to give such consent within 15 business days of being requested to do so, the Indemnified Party shall, at its expense, assume the defense of such Third Party Claim and regardless of the outcome of such matter, the Indemnifying Party's liability hereunder shall be limited to the amount of any such proposed settlement. The foregoing provisions notwithstanding, in no event (a) may either an Indemnifying Party adjust, compromise or settle any Third Party Claim unless such adjustment, compromise or settlement unconditionally releases the Indemnified Party from all liability, (b) may the Company an Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant or the Surviving Corporation Parent to own or use any of the CompanyLitronic's or Pulsar's assets or (c) may the Company an Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant or the Surviving CorporationParent.

Defense and Settlement of Third Party Claims. The Indemnifying Party Stockholder shall have the right (without prejudice to the right of any Indemnified Party to participate at its or his her own expense through counsel of its or his her own choosing) to defend against any Third Party Claim at its or his her expense and through counsel of its or his her own choosing and to control such defense if the Indemnifying Party she gives written notice of its or his her intention to do so within 15 business days of its or his her receipt of notice of the Third Party Claim. The Indemnified Party Parties shall cooperate fully in all reasonable respects in the defense of such Third Party Claim and shall make available to the Indemnifying Party Stockholder or its or his her counsel all pertinent information under their control relating thereto. The Indemnified Party Parties shall have the right to elect to settle any Third Party Claim; provided, however, the Indemnifying Party Stockholder shall not have any indemnification obligation with respect to any monetary payment to any third party required by such settlement unless the Indemnifying Party she shall have consented thereto. The Indemnifying Party Stockholder shall have the right to elect to settle any Third Party Claim subject to the consent of the Indemnified PartyBridgeStreet; provided, however, that if the Indemnified Party BridgeStreet fails to give such consent within 15 business days of being requested to do so, the Indemnified Party BridgeStreet shall, at its expense, assume the defense of such Third Party Claim and regardless of the outcome of such matter, the Indemnifying PartyStockholder's liability hereunder shall be limited to the amount of any such proposed settlement. The foregoing provisions notwithstanding, in no event may the Stockholder (a) may either Indemnifying Party adjust, compromise or settle any Third Party Claim (i) unless such adjustment, compromise or settlement unconditionally releases BridgeStreet or the Indemnified Party Surviving Corporation from all liability, liability or (bii) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant BridgeStreet or the Surviving Corporation to own or use any of the any Company's assets or (cb) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant BridgeStreet or the Surviving Corporation.

Defense and Settlement of Third Party Claims. The In the event of a Third Party Claim, if the Indemnifying Party acknowledges that, as between it and the Indemnified Party, it is obligated to indemnify the Indemnified Party in connection with such Third Party Claim, then such Indemnifying Party shall have the right option to take control of the defense and investigation of such Third Party Claim, and to employ and engage attorneys of its own choice to handle and defend the same, at the Indemnifying Party's sole cost, risk and expense (without prejudice the "Direct Litigation Option"). The Indemnifying Party may elect to exercise the Direct Litigation Option by giving prior written notice to the right of any Indemnified Party to participate at its or his own expense through counsel of its or his own choosing) to defend against any Third Party Claim at its or his expense and through counsel of its or his own choosing and to control such defense if Party. If the Indemnifying Party gives written notice of its or his intention to do so within 15 business days of its or his receipt of notice of elects, the Third Party Claim. The Indemnified Party shall cooperate fully in all reasonable respects with the Indemnifying Party and such attorneys in the investigation, trial and defense of such Third Party Claim and any appeal arising therefrom and shall permit access to the personnel of the Indemnified Party and to any relevant books, records and documents within the possession or control of Indemnified Party in connection with such claim and to take copies of such relevant materials at the expense of the Indemnifying Party; PROVIDED, HOWEVER, that the Indemnified Party may, at its own cost, participate in (but not control) such investigation, trial and defense of such Third Party Claim and any appeal arising therefrom. If the Indemnifying Party does not elect the Direct Litigation Option, then the Indemnified Party shall defend against the Third Party Claim in the manner it deems appropriate. The Indemnifying Party may settle a Third Party Claim upon 30 days prior written notice (the "Settlement Review Period") to the other Party, and such settlement shall be binding upon all the Parties; PROVIDED, HOWEVER, that except as otherwise provided with respect to an unauthorized "Non-Monetary Settlement" (as defined below in this Section 11.4), if within the Settlement Review Period the Indemnified Party shall have objected to such settlement, the Indemnifying Party shall either, at the election of the Indemnified Party: (i) contest the claim at the expense of the Indemnified Party (provided the Indemnified Party shall advance to the Indemnifying Party such expenses as may subsequently be incurred), or (ii) permit the Indemnified Party to defend the claim on its behalf and at its expense provided that the Indemnified Party shall keep the Indemnifying Party advised on a timely basis of all developments with respect to such claim and permit the Indemnifying Party to participate, at its election and expense, in the defense of such claim. Upon the resolution of a Third Party Claim a proposed settlement of which the Indemnified Party shall have rejected as provided in this paragraph (a "Rejected Settlement"), the Indemnifying Party's responsibility with respect to such claim shall be limited to the amount of the proposed settlement plus all costs and expenses incurred in connection with the defense of such Third Party Claim and shall make available on or prior to the Indemnifying Party date on which the Rejected Settlement was rejected by the Indemnified Party. Any settlement or its or his counsel all pertinent information under their control relating theretofinally determined claim resulting from such contest which is made in accordance with this Section 11.4, together with the total expenses of such contest, shall be binding on the Parties for purposes of this Agreement. The Indemnified Party shall have Notwithstanding anything to the right to elect to settle any Third Party Claim; provided, howevercontrary contained in this Section 11.4, the Indemnifying Party shall not have any indemnification obligation with respect to any monetary payment to any third party required by such settlement unless not, without the Indemnifying Party shall have consented thereto. The Indemnifying Party shall have the right to elect to settle any Third Party Claim subject to the prior written consent of the Indemnified Party; provided, however, consent to the entry of any judgment or enter into any settlement that if (a) provides for non-monetary relief binding on the Indemnified Party fails to give such consent within 15 business days or (b) does not include an unconditional and complete release of being requested to do so, the Indemnified Party shallby the claimant (a "Non-Monetary Settlement"). In the event that a Non-Monetary Settlement is proposed by the Indemnifying Party and the Indemnified Party does not consent thereto, at its expensethe Indemnifying Party shall continue to be responsible for the full amount of the costs, assume the defense of expenses and any settlement or judgment with respect to such Third Party Claim and regardless of the outcome of such matter, the Indemnifying Party's liability hereunder shall be limited to the amount of any such proposed settlement. The foregoing provisions notwithstanding, in no event (a) may either Indemnifying Party adjust, compromise or settle any Third Party Claim unless such adjustment, compromise or settlement unconditionally releases the Indemnified Party from all liability, (b) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant or the Surviving Corporation to own or use any of the Company's assets or (c) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant or the Surviving Corporationaccordance with this Article 11.

Defense and Settlement of Third Party Claims. The Indemnifying Party shall have In the right (without prejudice to the right event of any Indemnified Party to participate at its or his own expense through counsel of its or his own choosing) to defend against any a Third Party Claim at its or his expense and through counsel of its or his own choosing and to control such defense Claim, if the Indemnifying Party gives written notice of its or his intention acknowledges that, as between it and the Indemnified Party, it is obligated to do so within 15 business days of its or his receipt of notice of indemnify the Indemnified Party in connection with such Third Party Claim, then such Indemnifying Party shall, at its sole option, take control of the defense and investigation of such Third Party Claim and employ and engage attorneys of its own choice to handle and defend the same, at the Indemnifying Party's sole cost, risk and expense. The Indemnified Party shall (i) cooperate fully in all reasonable respects with the Indemnifying Party and such attorneys in the investigation and defense of such Third Party Claim and shall make available any appeal arising therefrom, (ii) permit reasonable access to the personnel of the Indemnified Party and to any relevant books, records and documents within the possession or control of Indemnified Party in connection with such claim, and (iii) permit the Indemnifying Party or its or his counsel all pertinent information under their control relating thereto. The Indemnified Party shall have to take copies of such relevant materials, in each case, at the right to elect to settle any Third Party Claim; provided, however, expense of the Indemnifying Party shall not have any indemnification obligation with respect to any monetary payment to any third party required by such settlement unless (including the Indemnifying Party shall have consented thereto. The Indemnifying Party shall have direct cost of the right to elect to settle any Third Party Claim subject to the consent relevant personnel of the Indemnified Party); provided, however, that if the Indemnified Party fails to give such consent within 15 business days of being requested to do so, the Indemnified Party shallmay, at its expenseown cost, assume the participate in (but not control) such investigation, trial and defense of such Third Party Claim and regardless any appeal arising therefrom. The Indemnifying Party may settle a Third Party Claim upon 30 days prior written notice (the "Settlement Review Period") to the other Party, and such settlement shall be binding upon all the Parties; provided, however, that except as otherwise provided with respect to an unauthorized "Non- Monetary Settlement" or a "Qualified Settlement" (as such terms are defined below in this Section 11.4), if within the Settlement Review Period the Indemnified Party shall have objected to such settlement, (i) the Indemnified Party shall thereafter defend the claim on its behalf, and (ii) the Indemnifying Party shall, within five business days following the rejection of the outcome of such matterproposed settlement by the Indemnified Party, pay to the Indemnifying Party's liability hereunder shall be limited to Indemnified Party the amount of any such the proposed settlement. The foregoing provisions notwithstanding, in no event (a) may either after which payment the Indemnifying Party adjust, compromise shall have no further responsibility to defend or settle any Third Party Claim unless such adjustment, compromise or settlement unconditionally releases indemnify the Indemnified Party from all liability, (b) may in connection with the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if Claim. Any settlement or finally determined claim resulting from such adjustmentcontest which is made in accordance with this Section 11.4, compromise or settlement affects together with the absolute and sole right total expenses of Provant or such contest, shall be binding on the Surviving Corporation to own or use any Parties for purposes of the Company's assets or (c) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant or the Surviving Corporationthis Agreement.

Defense and Settlement of Third Party Claims. The Indemnifying Party Parties shall have the right (without prejudice to the right of any the Indemnified Party Parties to participate at its or his their own expense through counsel of its or his their own choosing) to defend against any Third Party Claim at its or his their expense and through counsel of its or his their own choosing and to control such defense if the Indemnifying Party gives they give written notice of its or his their intention to do so within 15 business days of its or his their receipt of notice of the such Third Party Claim. The , and in such event the Indemnified Party Parties shall cooperate fully in all reasonable respects in the defense of such Third Party Claim and shall make available to the Indemnifying Party Parties or its or his their counsel all pertinent information under their its control relating thereto. The Indemnified Party Parties shall have the right to elect to settle any Third Party Claim; provided, however, the Indemnifying Party Parties shall not have any indemnification obligation with respect to any monetary payment to any third party required by such settlement unless the Indemnifying Party they shall have consented thereto. The Indemnifying Party Parties shall have the right to elect to settle any Third Party Claim subject to the consent of the Indemnified PartyParties; provided, however, that if the Indemnified Party fails Parties fail to give such consent within 15 business days of being requested to do so, the Indemnified Party Parties shall, at its their expense, assume the defense of such Third Party Claim and regardless of the outcome of such matter, the Indemnifying Party's Parties' liability hereunder shall be limited to the amount of any such proposed settlement. The foregoing provisions notwithstanding, in no event may the Sellers (a) may either Indemnifying Party adjust, compromise or settle any Third Party Claim (i) unless such adjustment, compromise or settlement unconditionally releases the Indemnified Party Company, MILN and Xxxxx from all liability, liability or (bii) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant the Company or the Surviving Corporation MILN to own or use any of the Company's any of their assets (including, without limitation, contract rights) or (cb) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, results of operations, business or prospects of Provant either of the Company, MILN or Xxxxx. To the Surviving Corporationextent that the Indemnified Parties assume the defense of a Third Party Claim pursuant to this Section 6.4, the Indemnifying Parties shall have the right to participate at their own expense in the defense or settlement of such claim.

Defense and Settlement of Third Party Claims. The Indemnifying Party Stockholders shall have the right (without prejudice to the right of any Indemnified Party to participate at its or his their own expense through counsel of its or his their own choosing) to defend against any Third Party Claim at its or his their expense and through counsel of its or his their own choosing and to control such defense if the Indemnifying Party gives they give written notice of its or his their intention to do so within 15 business days of its or his their receipt of notice of the Third Party Claim. The Indemnified Party Parties shall cooperate fully in all reasonable respects in the defense of such Third Party Claim and shall make available to the Indemnifying Party Stockholders or its or his their counsel all pertinent information under their control relating thereto. The Indemnified Party Parties shall have the right to elect to settle any Third Party Claim; provided, however, the Indemnifying Party Stockholders shall not have any indemnification obligation with respect to any monetary payment to any third party required by such settlement unless the Indemnifying Party they shall have consented thereto. The Indemnifying Party Stockholders shall have the right to elect to settle any Third Party Claim subject to the consent of the Indemnified PartyBridgeStreet; provided, however, that if the Indemnified Party BridgeStreet fails to give such consent within 15 business days of being requested to do so, the Indemnified Party BridgeStreet shall, at its expense, assume the defense of such Third Party Claim and regardless of the outcome of such matter, the Indemnifying Party's Stockholders' liability hereunder shall be limited to the amount of any such proposed settlement. The foregoing provisions notwithstanding, in no event may the Stockholders (a) may either Indemnifying Party adjust, compromise or settle any Third Party Claim (i) unless such adjustment, compromise or settlement unconditionally releases BridgeStreet or the Indemnified Party Surviving Corporation from all liability, liability or (bii) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant BridgeStreet or the Surviving Corporation to own or use any of the Company's assets or (cb) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant BridgeStreet or the Surviving Corporation.

Defense and Settlement of Third Party Claims. The Indemnifying If a Party becomes aware that a Third Party is asserting that a patent or other intangible right owned by it is infringed by Product in the Field in the Territory, such Party shall have promptly notify the right (without prejudice to other Party in writing setting forth the right facts of any Indemnified Party to participate at its or his own expense through counsel of its or his own choosing) to such claim in reasonable detail. Except as set forth in this Section 10.8, Schering shall defend against any Third Party Claim such assertions or any action relating thereto at its or his expense cost and through counsel of its or his own choosing and to control expense. In such defense if the Indemnifying Party gives written notice of its or his intention to do so within 15 business days of its or his receipt of notice of the Third Party Claimevent, Licensee shall render such assistance as may reasonably be requested in connection with any such action taken by Schering. The Indemnified Party shall cooperate fully in all reasonable respects in the defense of such Third Party Claim and shall make available to the Indemnifying Party or its or his counsel all pertinent information under their control relating thereto. The Indemnified Party shall have the right to elect to settle any Third Party Claim; provided, however, the Indemnifying Party Schering shall not have any indemnification obligation with respect be required to any monetary payment to any third party required by defend such settlement unless the Indemnifying Party shall have consented thereto. The Indemnifying Party shall have the right to elect to settle any Third Party Claim subject to the consent of the Indemnified Party; provided, however, action if Schering determines in good faith that if the Indemnified Party fails to give such consent within 15 business days of being requested it would not be commercially reasonable to do so, considering the Indemnified overall spirit and intent of this Agreement. No settlement which would negatively impact the rights of Licensee under this Agreement may be entered into without the written consent of Licensee, which shall not be unreasonably withheld or delayed. The costs of any such settlement (including, without limitation, damages, expense reimbursements, compliance, future royalties or other amounts) shall be paid by [*]. If any Third Party shall, at its expense, assume the defense of is successful in any such claim and Licensee is ordered by a valid judicial authority in an unappealable order (or order which Schering determines not to appeal) or otherwise determines to make any payments to such Third Party Claim in connection therewith, such payments shall be offset or deducted from the payment obligations of Licensee under the Agreement. In the event that Schering does not defend such action in accordance with this Section 10.8, then, except as set forth in this Section 10.8, Licensee shall initiate or continue a defense at its cost and regardless expense. In such event, Schering shall render such assistance as may reasonably be requested in [*] CONFIDENTIAL TREATMENT REQUESTED connection with any such action taken by Licensee. Licensee shall not be required to defend such action under this Section 10.8 if Licensee determines in good faith that it would not be commercially reasonable to do so, considering the overall spirit and intent of this Agreement. No settlement which would negatively impact the outcome rights of Schering under this Agreement may be entered into without the written consent of Schering, which shall not be unreasonably withheld or delayed. If Licensee so determines not to defend such matteraction, the Indemnifying Party's liability hereunder Parties shall be limited discuss and cooperate with each other to the amount determine an appropriate strategy with respect to such action. However, neither Party shall enter into a settlement of any such proposed settlement. The foregoing provisions notwithstanding, in no event (a) may either Indemnifying Party adjust, compromise or settle any Third Party Claim unless such adjustment, compromise or settlement unconditionally releases action that would negatively impact the Indemnified Party from all liability, (b) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant or the Surviving Corporation to own or use any rights of the Company's assets other Party under this Agreement without the written consent of such other Party, which shall not be unreasonably withheld or (c) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant or the Surviving Corporationdelayed.

Defense and Settlement of Third Party Claims. The Indemnifying Party shall have In the right (without prejudice to the right event of any Indemnified Party to participate at its or his own expense through counsel of its or his own choosing) to defend against any a Third Party Claim at its or his expense and through counsel of its or his own choosing and to control such defense Claim, if the Indemnifying Party gives written notice of its or his intention acknowledges that, as between it and the Indemnified Party, it is obligated to do so within 15 business days of its or his receipt of notice of indemnify the Indemnified Party in connection with such Third Party Claim, then such Indemnifying Party shall, at its sole option, take control of the defense and investigation of such Third Party Claim and employ and engage attorneys of its own choice to handle and defend the same, at the Indemnifying Party's sole cost, risk and expense. The Indemnified Party shall (i) cooperate fully in all reasonable respects with the Indemnifying Party and such attorneys in the investigation and defense of such Third Party Claim and shall make available any appeal arising therefrom, (ii) permit reasonable access to the personnel of the Indemnified Party and to any relevant books, records and documents within the possession or control of Indemnified Party in connection with such claim, and (iii) permit the Indemnifying Party or its or his counsel all pertinent information under their control relating thereto. The Indemnified Party shall have to take copies of such relevant materials, in each case, at the right to elect to settle any Third Party Claim; provided, however, expense of the Indemnifying Party shall not have any indemnification obligation with respect to any monetary payment to any third party required by such settlement unless (including the Indemnifying Party shall have consented thereto. The Indemnifying Party shall have direct cost of the right to elect to settle any Third Party Claim subject to the consent relevant personnel of the Indemnified Party); providedPROVIDED, howeverHOWEVER, that if the Indemnified Party fails to give such consent within 15 business days of being requested to do so, the Indemnified Party shallmay, at its expenseown cost, assume the participate in (but not control) such investigation, trial and defense of such Third Party Claim and regardless any appeal arising therefrom. The Indemnifying Party may settle a Third Party Claim upon 30 days prior written notice (the "Settlement Review Period") to the other Party, and such settlement shall be binding upon all the Parties; PROVIDED, HOWEVER, that except as otherwise provided with respect to an unauthorized "Non-Monetary Settlement" or a "Qualified Settlement" (as such terms are defined below in this Section 11.4), if within the Settlement Review Period the Indemnified Party shall have objected to such settlement, (i) the Indemnified Party shall thereafter defend the claim on its behalf, and (ii) the Indemnifying Party shall, within five business days following the rejection of the outcome proposed settlement by the Indemnified Party, pay to the Indemnified Party the amount of the proposed settlement, after which payment the Indemnifying Party shall have no 66 further responsibility to defend or indemnify the Indemnified Party in connection with the Third Party Claim. Any settlement or finally determined claim resulting from such contest which is made in accordance with this Section 11.4, together with the total expenses of such mattercontest, shall be binding on the Parties for purposes of this Agreement. Notwithstanding anything to the contrary contained in this Section 11.4, the Indemnifying Party shall not, without the prior written consent of the Indemnified Party's liability hereunder shall be limited , consent to the amount entry of any such proposed settlement. The foregoing provisions notwithstanding, in no event judgment or enter into any settlement that (a) may either provides for non-monetary relief binding on the Indemnified Party (a "Non-Monetary Settlement") or (b) does not include an unconditional and complete release of the Indemnified Party by the claimant (a "Qualified Settlement"). In the event that a Non-Monetary Settlement or a Qualified Settlement is proposed by the Indemnifying Party adjustand the Indemnified Party does not consent thereto, compromise or settle any the Indemnifying Party shall continue to defend the Third Party Claim unless such adjustment, compromise or settlement unconditionally releases and be responsible for the Indemnified Party from all liability, (b) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant or the Surviving Corporation to own or use any full amount of the Company's assets costs, expenses and any settlement or (c) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant or the Surviving Corporationjudgment with respect thereto in accordance with this Article 11.

Defense and Settlement of Third Party Claims. The Indemnifying Party shall have the right (without prejudice to the right of any Indemnified Party to participate at its or his own expense through counsel of its or his own choosing) to defend against any Third Party Claim at its or his expense and through counsel of its or his own choosing and to control such defense if the Indemnifying Party gives written notice of its or his intention to do so within 15 business days of his or its or his receipt of notice of the Third Party Claim. The Indemnified Party shall cooperate fully in all reasonable respects in the defense of such Third Party Claim and shall make available to the Indemnifying Party or its or his counsel all pertinent information under their control relating thereto. The Indemnified Party shall have the right to elect to settle any Third Party Claim; provided, however, the Indemnifying Party shall not have any indemnification obligation with respect to any monetary payment to any third party required by such settlement unless the Indemnifying Party shall have consented thereto. The Indemnifying Party shall have the right to elect to settle any Third Party Claim subject to the consent of the Indemnified Party; provided, however, that if the Indemnified Party fails to give such consent within 15 business days of being requested to do so, the Indemnified Party shall, at its expense, assume the defense of such Third Party Claim and regardless of the outcome of such matter, the Indemnifying Party's liability hereunder shall be limited to the amount of any such proposed settlement. The foregoing provisions notwithstanding, in no event (a) may either Indemnifying Party adjust, compromise or settle any Third Party Claim unless such adjustment, compromise or settlement unconditionally releases the Indemnified Party from all liability, (b) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant or the Surviving Corporation to own or use any of the Company's assets or (c) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant or the Surviving Corporation.

Defense and Settlement of Third Party Claims. The Indemnifying Party -------------------------------------------- Parties shall have the right (without prejudice to the right of any the Indemnified Party Parties to participate at its or his their own expense through counsel of its or his their own choosing) to defend against any Third Party Claim at its or his their expense and through counsel of its or his their own choosing that is reasonably acceptable to the Indemnified Parties, and to control such defense if the Indemnifying Party gives they give written notice of its or his their intention to do so within 15 fifteen (15) business days of its or his their receipt of notice of the Third Party Claim. The , and in such event the Indemnified Party Parties shall cooperate fully in all reasonable respects in the defense of such Third Party Claim and shall make available to the Indemnifying Party Parties or its or his their counsel all pertinent information under their its control relating thereto. The Indemnified Party Parties shall have the right to elect to settle any Third Party Claim; provided, however, the Indemnifying Party Parties shall not have any indemnification obligation with respect to any monetary payment to any third party required by such settlement unless the Indemnifying Party they shall have consented theretothereto in writing. The Indemnifying Party Parties shall have the right to elect to settle any Third Party Claim subject to the consent of the Indemnified PartyParties; provided, however, that if the Indemnified Party fails Parties fail to give such consent within 15 fifteen (15) business days of being requested to do so, the Indemnified Party Parties shall, at its their expense, assume the defense of such Third Party Claim and regardless of the outcome of such matter, the Indemnifying Party's Parties' liability hereunder shall be limited to the amount of any such proposed settlement. The foregoing provisions notwithstanding, in no event may the Indemnifying Parties (a) may either Indemnifying Party adjust, compromise or settle any Third Party Claim (i) unless such adjustment, compromise or settlement unconditionally releases Xxxxx and the Indemnified Party Acquisition Sub from all liability, liability or (bii) may the Company Indemnifying Party adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant Xxxxx or the Surviving Corporation Acquisition Sub to own or use any of the Company's any their assets (including, without limitation, contract rights) or (cb) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial conditioncondition (as defined below), results of operations, business or prospects of Provant Xxxxx or the Surviving CorporationAcquisition Sub. To the extent that the Indemnified Parties assume the defense of a Third Party Claim, the Indemnifying Parties shall have the right to participate at their own expense in the defense or settlement of such claim.

Defense and Settlement of Third Party Claims. The Indemnifying In the event Parent becomes aware of a claim by a third party (a “Third-Party Claim”) that Parent in good faith believes may result in a Claim by or on behalf of an Indemnified Party, Parent shall have the right (without prejudice in its sole discretion to conduct the right defense of such Third-Party Claim. Parent shall notify the Securityholder Representative of any Indemnified such Third-Party Claim, and the Securityholder Representative shall be entitled, on behalf of the Indemnifying Parties, at their expense, to participate at its in, but not to determine or his own expense through counsel conduct, the defense of its or his own choosing) to defend against any Third Party Claim at its or his expense and through counsel of its or his own choosing and to control such defense if the Indemnifying Party gives written notice of its or his intention to do so within 15 business days of its or his receipt of notice of the Third Third-Party Claim. The Indemnified Party shall cooperate fully in all reasonable respects in the defense of such Third Party Claim and shall make available to the Indemnifying Party or its or his counsel all pertinent information under their control relating thereto. The Indemnified Party Securityholder Representative shall have the right to elect to settle any Third Party Claim; providedreceive copies of all pleadings, however, the Indemnifying Party shall not have any indemnification obligation notices and communications with respect to the Third-Party Claim to the extent that receipt of such documents does not affect any monetary payment privilege relating to Parent or any Indemnified Party and subject to execution by the Securityholder Representative of Parent’s standard non-disclosure agreement to the extent that such materials contain confidential or proprietary information. Except with the consent of the Securityholder Representative (which shall not be unreasonably withheld, conditioned or delayed, and which shall be deemed to have been given unless the Securityholder Representative shall have objected within ten (10) Business Days after a written request for such consent by Parent), the amount paid or payable in the settlement or other resolution of any such Third-Party Claim shall not be determinative of the existence of or amount of Losses or whether an Indemnified Party is entitled to indemnification pursuant to this Article 8 relating to such matter. In the event that the Securityholder Representative has consented to any third party required by such settlement unless or other resolution, then such settlement or other resolution shall be binding on the Securityholder Representative and the Indemnifying Parties, and neither the Securityholder Representative nor any Indemnifying Party shall have consented thereto. The Indemnifying Party shall have the right any power or authority to elect to settle any Third Party Claim subject to the consent of the Indemnified Party; provided, however, that if the Indemnified Party fails to give such consent within 15 business days of being requested to do so, the Indemnified Party shall, at its expense, assume the defense of such Third Party Claim and regardless of the outcome of such matter, the Indemnifying Party's liability hereunder shall be limited object to the amount of any such proposed settlement. The foregoing provisions notwithstanding, in no event (a) may either Indemnifying Party adjust, compromise claim by or settle on behalf of any Third Party Claim unless such adjustment, compromise or settlement unconditionally releases the Indemnified Party from all liability, (b) may against the Company Indemnity Escrow Fund or directly against the Indemnifying Party adjust, compromise Parties for indemnity with respect to such settlement or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant or the Surviving Corporation to own or use any of the Company's assets or (c) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant or the Surviving Corporationother resolution.

Defense and Settlement of Third Party Claims. The Indemnifying Party shall have the right (without prejudice to the right of any Indemnified Party to participate at his or its or his own expense through counsel of its or his own choosing) to defend against any Third Party Claim at his or its or his expense and through counsel of his or its or his own choosing and to control such defense if the Indemnifying Party he or it gives written notice of his or its or his intention to do so within 15 business days of his or its or his receipt of notice of the such Third Party Claim. The Indemnified Party Parties shall cooperate fully in all reasonable respects in the defense of such Third Party Claim and shall make available to the Indemnifying Party or his or its or his counsel all pertinent information under their control relating thereto. The Any Indemnified Party shall have the right to elect to settle any Third Party ClaimClaim for which it has asserted a timely Claim against an Indemnifying Party; provided, however, that the Indemnifying Party shall not have any indemnification obligation with respect to any monetary payment to any third party required by such settlement unless the Indemnifying Party it or he or she shall have consented thereto. The An Indemnifying Party shall have the right to elect to settle any Third Party Claim with respect to which an Indemnified Party has asserted a timely Claim, subject to the consent of the Indemnified Party; providedPROVIDED, howeverHOWEVER, that if the Indemnified Party fails to give no such consent is given within 15 business days of being requested to do so, the Indemnified Party shall, at its expense, assume the defense of such Third Party Claim and regardless of the outcome of such matter, the Indemnifying Indemnified Party's liability hereunder shall be limited to the amount of any such proposed settlement. The foregoing provisions notwithstanding, (a) in no event (a) may either an Indemnifying Party adjust, compromise or settle any Third Party Claim unless such adjustment, compromise or settlement unconditionally releases the Indemnified Party Parties from all liability, and (b) may in no event shall the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would (in the sole judgment of the Indemnified Party) materially impair the financial condition, business or prospects of one of the Indemnified Parties. In addition, the Indemnifying Party may not adjust, compromise or settle any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right of Provant or the Surviving Corporation Indemnified Parties to own or use any of operate the Company's assets or (c) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant or the Surviving CorporationBusiness.

Defense and Settlement of Third Party Claims. (i) The Indemnifying Party Person shall have 30 days (or such lesser number of days set forth in the right Claim Notice as may be required by court proceedings in the event of a litigated matter) after receipt of the Claim Notice (without prejudice to the right of any Indemnified Party to participate at its or his own expense through counsel of its or his own choosing“Notice Period”) to defend against any Third Party Claim at its or his expense and through counsel of its or his own choosing and notify the Indemnified Person that it desires to control such defense if the Indemnifying Party gives written notice of its or his intention to do so within 15 business days of its or his receipt of notice of the Third Party Claim. The Indemnified Party shall cooperate fully in all reasonable respects in assume the defense of such Third the Indemnified Person against any Third-Party Claim and shall make available to specified in such Claim Notice. In the event that the Indemnifying Person notifies the Indemnified Person within the Notice Period that it desires to defend the Indemnified Person against a Third-Party or its or his counsel all pertinent information under their control relating thereto. The Indemnified Party Claim, the Indemnifying Person shall have the right to elect defend the Indemnified Person by appropriate proceedings and shall have the sole power to direct and control such defense at its expense. Once the Indemnifying Person has duly assumed the defense of such Third-Party Claim, the Indemnified Person shall have the right, but not the obligation, to participate in any such defense and to employ separate counsel of its choosing. The Indemnified Person shall participate in any such defense at its expense (which expense shall not constitute a Loss) unless the Indemnifying Person and the Indemnified Person are both named parties to the proceedings and the Indemnified Person shall have reasonably concluded, based on the written advice of counsel, that representation of both parties by the same counsel would be inappropriate due to actual or potential differing material interests between them. The Indemnifying Person shall not, without the prior written consent of the Indemnified Person, settle, compromise or offer to settle or compromise any Third Third-Party Claim; provided, however, the Indemnifying Party shall not have any indemnification obligation with respect to any monetary payment to any third party required by that no such settlement unless the Indemnifying Party shall have consented thereto. The Indemnifying Party shall have the right to elect to settle any Third Party Claim subject to the prior written consent of the Indemnified Party; provided, however, Person shall be required to any proposed settlement that if involves only the Indemnified Party fails to give such consent within 15 business days payment of being requested to do so, the Indemnified Party shall, at its expense, assume the defense of such Third Party Claim and regardless of the outcome of such matter, money by the Indemnifying Party's Person, includes as an unconditional term thereof the granting by the person asserting such claim or bringing such action of an unconditional release from liability hereunder shall be limited to the amount of any all Indemnified Parties with respect to such claim; such proposed settlement. The foregoing provisions notwithstanding, in settlement is not dispositive with respect to other claims that may be made by any Indemnified Person; no event (a) may either Indemnifying Party adjust, compromise injunctive or settle equitable is entered against any Third Party Claim unless such adjustment, compromise Indemnified Person; that the proposed settlement contains no requirement for a press release or other public statement that would likely have a negative impact on any Indemnified Person; and the proposed settlement unconditionally releases the Indemnified Party from all liability, (b) may the Company Indemnifying Party adjust, compromise or settle does not include any Third Party Claim if such adjustment, compromise or settlement affects the absolute and sole right admission of Provant or the Surviving Corporation to own or use any of the Company's assets or (c) may the Company Indemnifying Party defend any Third Party Claim which, if adversely determined, would materially impair the financial condition, business or prospects of Provant or the Surviving Corporationculpability.