Common use of Defense and Settlement Clause in Contracts

Defense and Settlement. If any claim, action or proceeding is made or brought against any party entitled to indemnification hereunder, then, upon demand by the indemnified party, the indemnifying party, at its sole cost and expense, shall resist or defend such claim, action or proceeding in the indemnified party’s name (if necessary), by attorneys approved by the indemnified party, which approval, shall not be unreasonably withheld. Attorneys for the indemnifying party’s insurer shall hereby be deemed approved for purposes of this Section 32.3. Notwithstanding the foregoing, an indemnified party may retain its own attorneys to participate or assist in defending any claim, action or proceeding involving potential liability of [*****] or more, provided that the indemnifying party shall control the defense and the indemnifying party shall pay the reasonable fees and disbursements of such attorneys. Notwithstanding anything herein contained to the contrary, the indemnifying party may direct the indemnified party to settle any claim, suit or other proceeding provided that (i) such settlement shall involve no obligation on the part of the indemnified party other than the payment of money, (ii) any payments to be made pursuant to such settlement shall be paid in full exclusively by the indemnifying party at the time such settlement is reached; provided, that if the indemnified party is unconditionally released at the time such settlement is reached, the indemnifying party may pay such amounts over a reasonable period of time, (iii) such settlement shall not require the indemnified party to admit any liability or wrongdoing, and (iv) the indemnified party shall have received an unconditional release from the parties to such settlement. To the extent the indemnifying party shall control the defense or settlement of any claim as herein provided, the indemnified party agrees to (x) cooperate fully with the indemnifying party and its counsel and (y) execute any and all releases and other documents determined by the indemnifying party and its counsel as necessary to compromise or settle any claim that the indemnifying party is permitted hereunder to compromise or settle, provided that such releases and other documents shall be consistent with the terms and conditions of this Article 32 and not in derogation of the rights of the indemnified party hereunder. So long as the indemnifying party shall be performing all of its obligations hereunder, the indemnified party shall not settle any claim without the indemnifying party’s written consent which shall not be unreasonably withheld.

Defense and Settlement. If The obligations to indemnify, defend and hold harmless set forth in this section shall not apply to the Party to be indemnified (the “Indemnified Party”) unless the Indemnified Party (i) notifies the Party providing such indemnification (the “Indemnifying Party”) as soon as practicable of any claimmatters in respect of which the indemnity may apply and of which the Indemnified Party has knowledge; (ii) gives the Indemnifying Party, at the Indemnifying Party’s option, the full opportunity to control the response thereto and the defense thereof, including any agreement relating to the settlement thereof, provided that the Indemnifying Party shall not settle any such claim or action without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or proceeding is made delayed) or brought against any party entitled to indemnification hereunder, then, upon demand such settlement include as an unconditional term thereof the giving by the indemnified party, claimant of an unconditional release from all liability in favor of the indemnifying partyIndemnified Party; and (iii) cooperates with the Indemnifying Party, at its sole the Indemnifying Party’s cost and expense, shall resist or defend such claim, action or proceeding in the indemnified party’s name (if necessary), by attorneys approved by the indemnified party, which approval, shall not be unreasonably withheld. Attorneys for the indemnifying party’s insurer shall hereby be deemed approved for purposes of this Section 32.3defense or settlement thereof. Notwithstanding the foregoing, an indemnified party may retain its own attorneys to participate or assist in defending any claim, action or proceeding involving potential liability of [*****] or more, provided that the indemnifying party shall control the defense and the indemnifying party shall pay the reasonable fees and disbursements of such attorneys. Notwithstanding anything herein contained to the contrary, the indemnifying party may direct the indemnified party to settle any claim, suit or other proceeding provided that (i) such settlement shall involve no obligation on the part of the indemnified party other than the payment of money, (ii) any payments to be made pursuant to such settlement shall be paid in full exclusively by the indemnifying party at the time such settlement is reached; provided, that if the indemnified party is unconditionally released at the time such settlement is reached, the indemnifying party may pay such amounts over a reasonable period of time, (iii) such settlement shall not require the indemnified party to admit any liability or wrongdoing, and (iv) the indemnified party shall have received an unconditional release from the parties to such settlement. To the extent the indemnifying party shall control the defense or settlement of any claim as herein provided, the indemnified party agrees to (x) cooperate fully with the indemnifying party and its counsel and (y) execute any and all releases and other documents determined by the indemnifying party and its counsel as necessary to compromise or settle any claim that the indemnifying party is permitted indemnification obligations hereunder to compromise or settle, provided that such releases and other documents shall be consistent with the terms and conditions of this Article 32 and not in derogation of the rights of the indemnified party hereunder. So long as the indemnifying party shall be performing all of its obligations hereunder, the indemnified party shall not settle any claim without the indemnifying party’s written consent which shall not be unreasonably withheldrelieved hereunder for failure to do the foregoing, or delay with so doing, unless the Indemnifying Party is materially prejudiced thereby. In addition, the Indemnified Party may, at its own expense, participate in its defense if any claim.

Defense and Settlement. If any claim, action or proceeding Third Party Claim is made or brought against any party an Indemnified Party, the Indemnifying Party shall be entitled to indemnification hereunder, then, upon demand by participate in the indemnified party, the indemnifying partydefense of such Third Party Claim and, at its sole cost option (unless (i) the Indemnifying Party is also a party to such Third Party Claim and expense, shall resist the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnified Party and the Indemnifying Party or defend such claim, action or proceeding in (ii) the indemnified party’s name (if necessaryIndemnified Party has failed to assume the defense of the Third Party Claim within 15 days after receipt of notice thereof), by attorneys approved by to assume the indemnified partydefense of such Third Party Claim with counsel reasonably satisfactory to the Indemnified Party; provided, which approvalhowever, that notwithstanding the foregoing, the Indemnifying Party shall not be unreasonably withheldentitled to assume the defense of any Third Party Claim for which the Indemnifying Party may have an indemnification obligation pursuant to Section 8.2(a)(viii) or (ix). Attorneys for If the indemnifying partyIndemnifying Party assumes the defense of a Third Party Claim, (i) no compromise or settlement of such Third Party Claim may be effected by the Indemnifying Party without the Indemnified Party’s insurer consent unless (A) there is no finding or admission of any violation of Applicable Law or the rights of any Person by the Indemnified Party (or any of its affiliates or their respective directors, managers, officers, shareholders, members, agents, or representatives) and no effect on any other claims that may be made against the Indemnified Party, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, and (ii) the Indemnified Party shall hereby be deemed approved for purposes have no Liability with respect to any compromise or settlement of this Section 32.3such Third Party Claim effected without its consent. Notwithstanding If the foregoingIndemnifying Party assumes the defense of any Third Party Claim, an indemnified party may retain its own attorneys to participate or assist in defending any claim, action or proceeding involving potential liability then the Indemnifying Party will keep the Indemnified Party reasonably informed of [*****] or more, provided that the indemnifying party shall control progress of the defense and the indemnifying party shall pay the reasonable fees and disbursements of such attorneys. Notwithstanding anything herein contained to the contrary, the indemnifying party may direct the indemnified party to settle any claim, suit or other proceeding provided that (i) such settlement shall involve no obligation on the part of the indemnified party other than the payment of money, (ii) any payments to be made pursuant to such settlement shall be paid in full exclusively by the indemnifying party at the time such settlement is reached; provided, that if the indemnified party is unconditionally released at the time such settlement is reached, the indemnifying party may pay such amounts over a reasonable period of time, (iii) such settlement shall not require the indemnified party to admit any liability or wrongdoing, and (iv) the indemnified party shall have received an unconditional release from the parties to such settlement. To the extent the indemnifying party shall control the defense compromise or settlement of such claim and will consult with, when appropriate, and consider any claim as herein providedreasonable advice from, the indemnified party agrees Indemnified Party with respect to (x) cooperate fully with any such defense, compromise, or settlement. If notice is given to an Indemnifying Party of the indemnifying party commencement of any Third Party Claim and its counsel and (y) execute the Indemnifying Party does not, within 15 days after the Indemnified Party’s notice is given, elect to assume the defense of such Third Party Claim, the Indemnifying Party shall be bound by any and all releases and other documents determined determination made in such Third Party Claim or any compromise or settlement effected by the indemnifying party and its counsel as necessary to compromise or settle Indemnified Party. If the Indemnifying Party assumes the defense of any claim that the indemnifying party is permitted hereunder to compromise or settle, provided that such releases and other documents shall be consistent with the terms and conditions of this Article 32 and not in derogation of the rights of the indemnified party hereunder. So long as the indemnifying party shall be performing all of its obligations hereunderThird Party Claim, the indemnified party shall not settle Indemnified Party may participate at its own expense in such defense (including in any claim without proceedings regarding such Third Party Claim) and will have the indemnifying party’s written consent which shall not be unreasonably withheldright to receive copies of all notices, pleadings or other similar submissions regarding such defense.

Defense and Settlement. (a) If any claim, action or proceeding set forth in Section 25.1 is made or brought against any party entitled to indemnification hereunderIndemnitee, then, then upon demand by the indemnified partyan Indemnitee, the indemnifying partyTenant, at its sole cost and expense, shall resist or defend such claim, action or proceeding in the indemnified partyIndemnitee’s name (if necessary), by attorneys approved by the indemnified partyIndemnitee, which approval, approval shall not be unreasonably withheld. Attorneys , conditioned or delayed (attorneys for the indemnifying partyTenant’s insurer shall hereby be deemed approved for purposes of this Section 32.325.3). Notwithstanding the foregoing, an indemnified party Indemnitee may retain its own attorneys to participate or assist in defending any claim, action or proceeding involving potential liability in excess of [*****] or more, provided that the indemnifying party shall control the defense amount available under Tenant’s liability insurance carried under Section 11.1 for such claim and the indemnifying party Tenant shall pay the reasonable fees and disbursements of such attorneys; provided, however, that, notwithstanding anything in this Lease to the contrary, Tenant shall only be responsible for paying for one such attorney for any and all of the Landlord Parties. If Tenant fails to diligently defend or if there is a legal conflict or other conflict of interest, then Landlord may retain separate counsel at Tenant’s expense. The obligations of Tenant under any indemnity herein shall be conditioned upon the Landlord Parties being reasonable in approving a settlement of any indemnified claim. Notwithstanding anything herein contained to the contrary, the indemnifying party Tenant may direct the indemnified party Indemnitee to settle any claim, suit or other proceeding provided that (ia) such settlement shall involve no obligation on the part of the indemnified party Indemnitee other than the payment of money, (iib) any payments to be made pursuant to such settlement shall be paid in full exclusively by the indemnifying party at the time such settlement is reached; provided, that if the indemnified party is unconditionally released Tenant at the time such settlement is reached, the indemnifying party may pay such amounts over a reasonable period of time, (iiic) such settlement shall not require the indemnified party Indemnitee to admit any liability or wrongdoingliability, and (ivd) the indemnified party Indemnitee shall have received an unconditional release from the other parties to such settlement. To the extent the indemnifying party shall control the defense claim, suit or settlement of any claim as herein provided, the indemnified party agrees to (x) cooperate fully with the indemnifying party and its counsel and (y) execute any and all releases and other documents determined by the indemnifying party and its counsel as necessary to compromise or settle any claim that the indemnifying party is permitted hereunder to compromise or settle, provided that such releases and other documents shall be consistent with the terms and conditions of this Article 32 and not in derogation of the rights of the indemnified party hereunder. So long as the indemnifying party shall be performing all of its obligations hereunder, the indemnified party shall not settle any claim without the indemnifying party’s written consent which shall not be unreasonably withheldproceeding.

Defense and Settlement. If any claim, action or proceeding is made or brought against any party entitled to indemnification hereunder, then, upon demand by the indemnified party, the indemnifying party, at its sole cost and expense, shall resist or defend such claim, action or proceeding in the indemnified party’s name (if necessary), by attorneys approved by the indemnified party, which approval, shall not be unreasonably withheld. Attorneys for the indemnifying party’s insurer shall hereby be deemed approved for purposes of this Section 32.3. Notwithstanding the foregoing, an indemnified party may retain its own attorneys to participate or assist in defending any claim, action or proceeding involving potential 100 liability of [*****] * or more, provided that the indemnifying party shall control the defense and the indemnifying party shall pay the reasonable fees and disbursements of such attorneys. Notwithstanding anything herein contained to the contrary, the indemnifying party may direct the indemnified party to settle any claim, suit or other proceeding provided that (i) such settlement shall involve no obligation on the part of the indemnified party other than the payment of money, (ii) any payments to be made pursuant to such settlement shall be paid in full exclusively by the indemnifying party at the time such settlement is reached; provided, that if the indemnified party is unconditionally released at the time such settlement is reached, the indemnifying party may pay such amounts over a reasonable period of time, (iii) such settlement shall not require the indemnified party to admit any liability or wrongdoing, and (iv) the indemnified party shall have received an unconditional release from the parties to such settlement. To the extent the indemnifying party shall control the defense or settlement of any claim as herein provided, the indemnified party agrees to (x) cooperate fully with the indemnifying party and its counsel and (y) execute any and all releases and other documents determined by the indemnifying party and its counsel as necessary to compromise or settle any claim that the indemnifying party is permitted hereunder to compromise or settle, provided that such releases and other documents shall be consistent with the terms and conditions of this Article 32 and not in derogation of the rights of the indemnified party hereunder. So long as the indemnifying party shall be performing all of its obligations hereunder, the indemnified party shall not settle any claim without the indemnifying party’s written consent which shall not be unreasonably withheld.

Defense and Settlement. If A party seeking indemnification pursuant to this Article 10 (an "indemnified party") shall give prompt notice to the party from whom such indemnification is sought (the "indemnifying party") of the assertion of any claim, or the commencement of any action or proceeding, in respect of which indemnity may be sought hereunder. The indemnified party shall assist the indemnifying party in the defense of any such action or proceeding. The indemnifying party shall have the right to, and shall at the request of the indemnified party, assume the defense of any such action or proceeding at its own expense. In any such action or proceeding, the indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at its own expense unless: (a) The indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel; or (b) The named parties to any such suit, action or proceeding is made or brought against (including any impleaded parties) include both the indemnifying party entitled to indemnification hereunderand the indemnified party and, then, upon demand by in the reasonable judgment of the indemnified party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them. An indemnifying party, at party shall not be liable under this Section 10.3 for any settlement effected without its sole cost and expense, shall resist or defend such consent of any claim, action litigation or proceeding in respect of which indemnity may be sought hereunder. The indemnifying party may settle any claim without the indemnified party’s name (if necessary), by attorneys approved by consent of the indemnified party, which approval, shall not be unreasonably withheld. Attorneys for but only if the sole relief awarded is monetary damages that are paid in full by the indemnifying party’s insurer shall hereby be deemed approved for purposes of this Section 32.3. An indemnified party shall, subject to its reasonable business needs, use reasonable efforts to minimize the indemnification sought from the indemnifying party hereunder. Notwithstanding the foregoing, no investigation by an indemnified party may retain at or prior to the Closing shall relieve an indemnifying party of any liability hereunder, unless the indemnified party seeks indemnity in respect of a representation or warranty which it actually had reason to believe to be incorrect as a result of its own attorneys investigation prior to participate or assist in defending any claim, action or proceeding involving potential liability the Closing and the indemnified party intentionally failed to bring such belief to the attention of [*****] or more, provided that the indemnifying party shall control the defense and the indemnifying party shall pay the reasonable fees and disbursements of such attorneys. Notwithstanding anything herein contained prior to the contrary, the indemnifying party may direct the indemnified party to settle any claim, suit or other proceeding provided that (i) such settlement shall involve no obligation on the part of the indemnified party other than the payment of money, (ii) any payments to be made pursuant to such settlement shall be paid in full exclusively by the indemnifying party at the time such settlement is reached; provided, that if the indemnified party is unconditionally released at the time such settlement is reached, the indemnifying party may pay such amounts over a reasonable period of time, (iii) such settlement shall not require the indemnified party to admit any liability or wrongdoing, and (iv) the indemnified party shall have received an unconditional release from the parties to such settlement. To the extent the indemnifying party shall control the defense or settlement of any claim as herein provided, the indemnified party agrees to (x) cooperate fully with the indemnifying party and its counsel and (y) execute any and all releases and other documents determined by the indemnifying party and its counsel as necessary to compromise or settle any claim that the indemnifying party is permitted hereunder to compromise or settle, provided that such releases and other documents shall be consistent with the terms and conditions of this Article 32 and not in derogation of the rights of the indemnified party hereunder. So long as the indemnifying party shall be performing all of its obligations hereunder, the indemnified party shall not settle any claim without the indemnifying party’s written consent which shall not be unreasonably withheldClosing.

Defense and Settlement. If The Indemnitor shall at its expense, have the right, subject to the limitations of this Section 14.4, to settle and defend, through counsel reasonably satisfactory to the Indemnitee, any claim, action or proceeding which may be brought in connection with all matters for which indemnification is made or brought against available. In such event the Indemnitee of the Loss in question and any party entitled successor thereto shall permit the Indemnitor full and free access to indemnification hereunder, then, upon demand its books and records and otherwise fully cooperate with the Indemnitor in connection with such action; provided that this Indemnitee shall have the right fully to participate in such defense at its own expense. The defense by the indemnified party, the indemnifying party, at its sole cost and expense, Indemnitor of any such actions shall resist or defend such claim, action or proceeding in the indemnified party’s name (if necessary), by attorneys approved not be deemed a waiver by the indemnified partyIndemnitor of its right to assert a claim with respect to the responsibility of the Indemnitor with respect to the Loss in question. The Indemnitor shall not settle or compromise any claim against the Indemnitee without the prior written consent of the Indemnitee, which approval, provided that such consent shall not be unreasonably withheld. Attorneys for the indemnifying party’s insurer shall hereby be deemed approved for purposes of this Section 32.3. Notwithstanding the foregoing, an indemnified party may retain its own attorneys to participate or assist in defending any claim, action or proceeding involving potential liability of [*****] or more, provided that the indemnifying party shall control the defense and the indemnifying party No Indemnitee shall pay or voluntarily permit the reasonable fees and disbursements determination of any liability which is subject to any such attorneys. Notwithstanding anything herein contained to action while the contraryIndemnitor is negotiating the settlement thereof or contesting the matter, except with the indemnifying party may direct the indemnified party to settle any claim, suit or other proceeding provided that (i) such settlement shall involve no obligation on the part prior written consent of the indemnified party other than the payment of moneyIndemnitor, (ii) any payments to be made pursuant to such settlement shall be paid in full exclusively by the indemnifying party at the time such settlement is reached; provided, that if the indemnified party is unconditionally released at the time such settlement is reached, the indemnifying party may pay such amounts over a reasonable period of time, (iii) such settlement shall not require the indemnified party to admit any liability or wrongdoing, and (iv) the indemnified party shall have received an unconditional release from the parties to such settlement. To the extent the indemnifying party shall control the defense or settlement of any claim as herein provided, the indemnified party agrees to (x) cooperate fully with the indemnifying party and its counsel and (y) execute any and all releases and other documents determined by the indemnifying party and its counsel as necessary to compromise or settle any claim that the indemnifying party is permitted hereunder to compromise or settle, provided that such releases and other documents shall be consistent with the terms and conditions of this Article 32 and not in derogation of the rights of the indemnified party hereunder. So long as the indemnifying party shall be performing all of its obligations hereunder, the indemnified party shall not settle any claim without the indemnifying party’s written which consent which shall not be unreasonably withheld.. If the Indemnitor fails to give Indemnitee notice of its intention to defend any such action as provided herein, the Indemnitee involved shall have the right to assume the defense thereof with counsel of its choice, at the Indemnitor’s expense, and defend, settle or otherwise dispose of such action. With respect to any such action which the Indemnitor shall fail to promptly defend, the Indemnitor shall not thereafter question the liability of the Indemnitor hereunder to the Indemnitee for any Loss (including counsel fees and other expenses of defense). CONFIDENTIAL TREATMENT REQUESTED WITH RESPECT TO CERTAIN PORTIONS HEREOF DENOTED WITH “***”

Defense and Settlement. If any claim, action or proceeding is made or brought against any party entitled to indemnification hereunderIndemnitee or Tenant Indemnitee, then, then upon demand by an Indemnitee or a Tenant Indemnitee, Landlord or Tenant, as the indemnified party, the indemnifying partycase may be, at its sole cost and expense, shall resist or defend such claim, action or proceeding in the indemnified partyIndemnitee’s or Tenant Indemnitee’s name (if necessary), by attorneys approved by the indemnified partysuch party , which approval, approval shall not be unreasonably withheld. Attorneys withheld (attorneys for Tenant’s or Landlord’s insurer, as the indemnifying party’s insurer case may be, shall hereby be deemed approved for purposes of this Section 32.325.4). Notwithstanding the foregoing, an indemnified party Indemnitee or a Tenant Indemnitee, may retain its own attorneys to participate or assist in defending any claim, action or proceeding involving potential liability in excess of [*****] the amount available under Tenant’s or moreLandlord’s liability insurance, provided that as the indemnifying party shall control case may be, carried under Article 11 for such claim and Tenant or Landlord, as the defense and the indemnifying party case may be, shall pay the reasonable fees and disbursements of such attorneys. If either Landlord or Tenant, as the case may be, fails to diligently defend or if there is a legal conflict or other conflict of interest, then Landlord or Tenant, as the case may be, may retain separate counsel at the other party’s expense. Notwithstanding anything herein contained to the contrary, the indemnifying party Tenant may direct the indemnified party Indemnitee or Landlord may direct the Tenant Indemnitee to settle any claim, suit or other proceeding provided that (ia) such settlement shall involve no obligation on the part of the indemnified party Indemnitee or Tenant Indemnitee other than the payment of money, (iib) any payments to be made pursuant to such settlement shall be paid in full exclusively by Tenant or Landlord, as the indemnifying party at the time such settlement is reached; providedcase may be, that if the indemnified party is unconditionally released at the time such settlement is reached, the indemnifying party may pay such amounts over a reasonable period of time, (iiic) such settlement shall not require the indemnified party Indemnitee or the Tenant Indemnitee to admit any liability or wrongdoingliability, and (ivd) the indemnified party Indemnitee or the Tenant Indemnitee, as the case may be, shall have received an unconditional release from the other parties to such settlement. To the extent the indemnifying party shall control the defense claim, suit or settlement of any claim as herein provided, the indemnified party agrees to (x) cooperate fully with the indemnifying party and its counsel and (y) execute any and all releases and other documents determined by the indemnifying party and its counsel as necessary to compromise or settle any claim that the indemnifying party is permitted hereunder to compromise or settle, provided that such releases and other documents shall be consistent with the terms and conditions of this Article 32 and not in derogation of the rights of the indemnified party hereunder. So long as the indemnifying party shall be performing all of its obligations hereunder, the indemnified party shall not settle any claim without the indemnifying party’s written consent which shall not be unreasonably withheldproceeding.

Defense and Settlement. If any claim, action or proceeding is made or brought against any party entitled to indemnification hereunderIndemnitee, then, then upon demand by an Indemnitee, for which the indemnified partyprovisions of Section 25.1 apply, the indemnifying partyTenant, at its sole cost and expense, shall resist or defend such claim, action or proceeding in the indemnified partyIndemnitee’s name (if necessary), by attorneys approved by the indemnified partyIndemnitee, which approval, approval shall not be unreasonably withheld. Attorneys , conditioned or delayed (attorneys for the indemnifying partyTenant’s insurer shall hereby be deemed approved for purposes of this Section 32.325.3). If any claim, action or proceeding is made or brought against any Indemnitee, then upon demand by an Indemnitee, for which the provisions of Section 25.2 apply, Landlord, at its sole cost and expense, shall resist or defend such claim, action or proceeding in the Indemnitee’s name (if necessary), by attorneys approved by the Indemnitee, which approval shall not be unreasonably withheld, conditioned or delayed (attorneys for Landlord’s insurer shall be deemed approved for purposes of this Section 25.3). Notwithstanding the foregoing, an indemnified party Indemnitee may retain its own attorneys attorneys, at its sole cost and expense, to participate or assist in defending any claim, action or proceeding involving potential liability in excess of [*****] the amount available under Tenant’s (or moreas applicable Landlord’s) liability insurance carried under Section 11.1 for such claim. If Tenant or Landlord, provided that as applicable, fails to properly and timely defend or if there is a legal conflict or other conflict of interest, then the indemnifying other party shall control the defense and the indemnifying party shall pay the reasonable fees and disbursements of such attorneysmay retain separate counsel at Tenant’s expense. Notwithstanding anything herein contained to the contrary, the indemnifying party may direct the indemnified party Indemnitee to settle any claim, suit or other proceeding provided that (ia) such settlement shall involve no obligation on the part of the indemnified party other than the payment of moneyIndemnitee, (iib) any payments to be made pursuant to such settlement shall be paid in full exclusively by the indemnifying party at the time such settlement is reached; provided, that if the indemnified party is unconditionally released at the time such reached or otherwise in accordance with any settlement is reached, the indemnifying party may pay such amounts over a reasonable period of timeagreement related thereto, (iiic) such settlement shall not require the indemnified party Indemnitee to admit any liability or wrongdoingliability, and (ivd) the indemnified party Indemnitee shall have received an unconditional release from the other parties to such settlementclaim, suit or other proceeding. To the extent the indemnifying party shall control the defense or settlement of any claim as herein provided, the indemnified party agrees to (x) cooperate fully with the indemnifying party and its counsel and (y) execute any and all releases and other documents determined by the indemnifying party and its counsel as necessary to compromise or settle any claim that the indemnifying party is permitted hereunder to compromise or settle, provided that such releases and other documents shall be consistent with the terms and conditions of this Article 32 and not in derogation of the rights of the indemnified party hereunder. So long as the indemnifying party shall be performing all of its obligations hereunder, the indemnified party shall not settle any claim without the indemnifying party’s written consent which shall not be unreasonably withheld.66

Defense and Settlement. If any claim, action or proceeding is made or brought against any Promptly upon receipt by either party entitled to indemnification hereunder, then, upon demand by (the indemnified party, the indemnifying party, at its sole cost and expense, shall resist or defend such claim, action or proceeding in the indemnified party’s name (if necessary), by attorneys approved by the indemnified party, which approval, shall not be unreasonably withheld. Attorneys for the indemnifying party’s insurer shall hereby be deemed approved for purposes “Indemnified Party”) of this Section 32.3. Notwithstanding the foregoing, an indemnified party may retain its own attorneys to participate or assist in defending any claim, action or proceeding involving potential liability a notice of [*****] or more, provided that the indemnifying party shall control the defense and the indemnifying party shall pay the reasonable fees and disbursements of such attorneys. Notwithstanding anything herein contained to the contrary, the indemnifying party may direct the indemnified party to settle any a claim, suit or action by a third party for which the Indemnified Party is entitled to indemnification by the other proceeding party (the “Indemnifying Party”) under this Section 5.04 or elsewhere as expressly set forth in this Lease, the Indemnified Party shall give the Indemnifying Party written notice thereof, together with copies of all documents received by the Indemnified Party in connection therewith. The Indemnified Party shall, at the Indemnifying Party’s’ request, tender to the Indemnifying Party control of the defense and settlement thereof (provided that (i) such settlement shall does not impose any liability on the Indemnified Party not satisfied by the Indemnifying Party or involve no obligation an admission of liability on the part of the indemnified party other than Indemnified Party) and shall reasonably cooperate with the payment Indemnifying Party in such defense. The Indemnifying Party shall have the right to engage counsel of moneythe Indemnifying Party’s choice reasonably acceptable to the Indemnified Party. Until the Indemnifying Party accepts control of the defense of such claim, (ii) the Indemnified Party shall have the right to employ the Indemnified Party’s own counsel, reasonably acceptable to the Indemnifying Party. If the Indemnified Party believes that it needs its own independent counsel, the costs and expenses thereof shall be for the Indemnified Party’s own account and the Indemnified Party shall not have a claim hereunder for reimbursement therefor. The giving of notice including the delivery of all documents and, if requested, tendering defense of claims, required by this paragraph are conditions precedent to the Indemnifying Party’s indemnification obligations under this Section 5.04 or elsewhere as expressly set forth in this Lease, as the case may be. The Indemnified Party shall have no claim for indemnification for any payments to be made pursuant to settlement of any claim unless written notice of such settlement shall be paid have been first furnished to the Indemnifying Party in full exclusively by accordance with the indemnifying party at the time such settlement is reached; provided, that if the indemnified party is unconditionally released at the time such settlement is reached, the indemnifying party may pay such amounts over a reasonable period provisions of time, (iii) such settlement shall not require the indemnified party to admit any liability or wrongdoingthis paragraph, and (iv) the indemnified party Indemnifying Party shall have received an unconditional release from the parties consented, in writing, to such settlement. To If requested by either party, the extent parties shall use reasonable efforts to maintain the indemnifying party shall control the defense or settlement confidentiality of any claim as herein providednon-public matters that are subject to indemnification hereunder, the indemnified party agrees to except that disclosure of such matters shall not be prohibited (x) cooperate fully with the indemnifying party and its counsel and if disclosure is required by law or by a court or public authority of competent jurisdiction, (y) execute any and all releases and other documents determined by the indemnifying party and its counsel as necessary to compromise or settle any claim that the indemnifying party is permitted hereunder to compromise or settle, provided that such releases and other documents shall be consistent in connection with the terms enforcement of each party’s rights and conditions of this Article 32 and not in derogation of the rights of the indemnified party hereunder. So long as the indemnifying party shall be performing all of its obligations remedies hereunder, the indemnified party shall not settle any claim without the indemnifying or (z) to each party’s written consent which shall not be unreasonably withheldrespective insurers, accountants, agents, attorneys, advisors, and existing or prospective lenders, investors, or buyers.

Defense and Settlement. If any claim, action or proceeding is made or brought against any party entitled to indemnification hereunderIndemnitee or Tenant, then, upon demand by an Indemnitee or Tenant , Tenant or Landlord, as the indemnified party, the indemnifying partycase may be, at its sole cost and expense, shall resist or defend such claim, action or proceeding in the indemnified party’s name Indemnitee's or Tenant's name, as the case may be (if necessary), by attorneys approved by the indemnified partyIndemnitee or Tenant, as the case may be, which approval, approval shall not be unreasonably withheld. Attorneys withheld (attorneys for Tenant's or Landlord's insurer, as the indemnifying party’s insurer case may be, shall hereby be deemed approved for purposes of this Section 32.3SECTION 25.3). Notwithstanding the foregoing, an indemnified party Indemnitee or Tenant, as the case may be, may retain its own attorneys to participate or assist in defending any claim, action or proceeding involving potential liability in excess of [*****] the per occurrence amount available under Tenant's liability insurance carried under SECTION 11.1 for such claim and Tenant or moreLandlord, provided that as the indemnifying party shall control the defense and the indemnifying party case may be, shall pay the reasonable fees and disbursements of such attorneys. If Tenant or Landlord, as the case may be, fails to diligently defend or if there is a legal conflict or other conflict of interest, then Landlord or Tenant, as the case may be, may retain separate counsel at Tenant's or Landlord's reasonable expense, as the case may be. Notwithstanding anything herein contained to the contrary, the indemnifying party Tenant may direct the indemnified party Indemnitees to settle any claim, suit or other proceeding provided that (ia) such settlement shall involve no obligation on the part of the indemnified party Indemnitees other than the payment of money, (iib) any payments to be made pursuant to such settlement shall be paid in full exclusively by the indemnifying party at the time such settlement is reached; provided, that if the indemnified party is unconditionally released Tenant at the time such settlement is reached, the indemnifying party may pay such amounts over a reasonable period of time, (iiic) such settlement shall not require the indemnified party Indemnitees to admit any liability or wrongdoingliability, and (ivd) the indemnified party Indemnitees shall have received an unconditional release from the other parties to such settlement. To the extent the indemnifying party shall control the defense claim, suit or settlement of any claim as herein provided, the indemnified party agrees to (x) cooperate fully with the indemnifying party and its counsel and (y) execute any and all releases and other documents determined by the indemnifying party and its counsel as necessary to compromise or settle any claim that the indemnifying party is permitted hereunder to compromise or settle, provided that such releases and other documents shall be consistent with the terms and conditions of this Article 32 and not in derogation of the rights of the indemnified party hereunder. So long as the indemnifying party shall be performing all of its obligations hereunder, the indemnified party shall not settle any claim without the indemnifying party’s written consent which shall not be unreasonably withheldproceeding.

Defense and Settlement. If any claim, action or proceeding is made or brought against any party entitled to indemnification hereunder, thenthen such party shall provide prompt notice thereof to the indemnifying party and thereafter, upon demand by the indemnified partydemand, the indemnifying party, at its sole cost and expense, shall resist or defend such claim, action or proceeding in the indemnified partyIndemnitee’s name (if necessary), by attorneys approved by the indemnified partyparty entitled to indemnification [***] Certain information in this document has been omitted from this exhibit because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. hereunder, which approval, approval shall not be unreasonably withheld. Attorneys withheld (attorneys for the insurer of the indemnifying party’s insurer party shall hereby be deemed approved for purposes of this Section 32.325.3). Notwithstanding the foregoing, an indemnified party Indemnitee may retain its own attorneys to participate or assist in defending any claim, action or proceeding involving potential liability in excess of [*****] or more, provided that the indemnifying party shall control the defense amount available under its liability insurance for such claim and the indemnifying party shall pay the reasonable fees and disbursements of such attorneys. If the indemnifying party fails to diligently defend or if there is a legal conflict or other conflict of interest, then the Indemnitee may retain separate counsel at the indemnifying party’s expense. Notwithstanding anything herein contained to the contrary, the indemnifying party may direct the indemnified party Indemnitee to settle any claim, suit or other proceeding provided that (ia) such settlement shall involve no obligation on the part of the indemnified party Indemnitee other than the payment of money, (iib) any payments to be made pursuant to such settlement shall be paid in full exclusively by the indemnifying party at the time such settlement is reached; provided, that if the indemnified party is unconditionally released at the time such settlement is reached, the indemnifying party may pay such amounts over a reasonable period of time, (iiic) such settlement shall not require the indemnified party Indemnitee to admit any liability or wrongdoingliability, and (ivd) the indemnified party Indemnitee shall have received an unconditional release from the other parties to such settlementclaim, suit or other proceeding. To the extent the indemnifying party shall control the defense or settlement of any claim as herein providedIn addition, the indemnified party agrees to (x) cooperate fully with the indemnifying party and its counsel and (y) execute any and all releases and other documents determined by the indemnifying party and its counsel as necessary to compromise or settle any claim that the indemnifying party is permitted hereunder to compromise or settle, provided that such releases and other documents shall be consistent with the terms and conditions of this Article 32 and not in derogation of the rights of the indemnified party hereunder. So long as the indemnifying party shall be performing all of its obligations hereunder, the indemnified party Indemnitee shall not settle any claim such claim, suit or other proceeding without the consent of the indemnifying party’s written consent which shall not be unreasonably withheldparty to the terms of such settlement, unless the Indemnitee waives or releases any further liability of the indemnifying party with respect thereto.

Defense and Settlement. If In the event of the initiation of any claim, action or legal proceeding is made or brought against any party entitled to indemnification hereunder, then, upon demand the Indemnified Party by the indemnified a third party, the indemnifying partyIndemnitor shall have the sole and absolute right after the receipt of notice, at its sole cost option and at its own expense, shall resist to be represented by counsel of its choice and to control, defend against, negotiate, settle or otherwise deal with any proceeding, claim, or demand which relates to any loss, liability or damage indemnified against hereunder; provided, however, that the Indemnified Party may participate in any such proceeding with counsel of its choice and at its expense. The parties hereto agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceeding, claim or demand. To the extent the Indemnitor elects not to defend such claimproceeding, action claim or proceeding in demand, and the indemnified party’s name (if necessary)Indemnified Party defends against or otherwise deals with any such proceeding, by attorneys approved by claim or demand, the indemnified party, which approval, shall not be unreasonably withheld. Attorneys for the indemnifying party’s insurer shall hereby be deemed approved for purposes of this Section 32.3. Notwithstanding the foregoing, an indemnified party Indemnified Party may retain its own attorneys to participate or assist in defending any claimcounsel, action or proceeding involving potential liability at the expense of [*****] or morethe Indemnitor, provided that the indemnifying party shall and control the defense and the indemnifying party shall pay the reasonable fees and disbursements of such attorneysproceeding. Notwithstanding anything herein contained to Without the contrary, the indemnifying party may direct the indemnified party to settle any claim, suit or other proceeding provided that (i) such settlement shall involve no obligation on the part consent of the indemnified party other than party, such consent not to be unreasonably withheld if the settlement only requires the payment of money, (ii) neither the Party may settle any payments such proceeding which settlement obligates the other party to be made pursuant pay money, to perform obligations or to admit liability, unless such settlement shall be paid in full exclusively includes as an unconditional term thereof, the giving by the indemnifying party at the time such settlement is reached; provided, that if the indemnified party is unconditionally released at the time such settlement is reached, the indemnifying party may pay such amounts over a reasonable period claimant of time, (iii) such settlement shall not require the indemnified party to admit any liability or wrongdoing, and (iv) the indemnified party shall have received an unconditional and complete release from the parties to such settlement. To the extent the indemnifying party shall control the defense or settlement of any claim as herein provided, the indemnified party agrees to (x) cooperate fully with the indemnifying party and its counsel and (y) execute any and all releases and other documents determined by the indemnifying party and its counsel as necessary to compromise or settle any claim that the indemnifying party is permitted hereunder to compromise or settle, provided that such releases and other documents shall be consistent with the terms and conditions of this Article 32 and not claims in derogation favor of the rights of the indemnified party hereunderother Party. So long as the indemnifying party shall be performing all of its obligations hereunder[*CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION, the indemnified party shall not settle any claim without the indemnifying party’s written consent which shall not be unreasonably withheldWHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [***], HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.]

Defense and Settlement. If any claim, action or proceeding is made or brought against any party entitled to indemnification hereunder, then, upon demand by the indemnified party, the indemnifying party, at its sole cost and expense, shall resist or defend such claim, action or proceeding in the indemnified party’s 's name (if necessary), by attorneys approved by the indemnified party, which approval, approval shall not be unreasonably withheld. Attorneys for the indemnifying party’s 's insurer shall hereby be deemed approved for purposes of this Section 32.332.2. Notwithstanding the foregoing, an indemnified party may retain its own attorneys to participate or assist in defending any claim, action or proceeding involving potential liability of [*****] $5,000,000 or more, provided that the indemnifying party shall control the defense and the indemnifying party shall pay the reasonable fees and disbursements of such attorneys. Notwithstanding anything herein contained to the contrary, the indemnifying party may direct the indemnified party to settle any claim, suit or other proceeding provided that (i) such settlement shall involve no obligation on the part of the indemnified party other than the payment of money, (ii) any payments to be made pursuant to such settlement shall be paid in full exclusively by the indemnifying party at the time such settlement is reached; provided, that if the indemnified party is unconditionally released at the time such settlement is reached, the indemnifying party may pay such amounts over a reasonable period of time, (iii) such settlement shall not require the indemnified party to admit any liability or wrongdoing, and (iv) the indemnified party shall have received an unconditional release from the other parties to such settlement. To the extent the indemnifying party shall control the defense claim, suit or settlement of any claim as herein provided, the indemnified party agrees to (x) cooperate fully with the indemnifying party and its counsel and (y) execute any and all releases and other documents determined by the indemnifying party and its counsel as necessary to compromise or settle any claim that the indemnifying party is permitted hereunder to compromise or settle, provided that such releases and other documents shall be consistent with the terms and conditions of this Article 32 and not in derogation of the rights of the indemnified party hereunder. So long as the indemnifying party shall be performing all of its obligations hereunder, the indemnified party shall not settle any claim without the indemnifying party’s written consent which shall not be unreasonably withheldproceeding.

Defense and Settlement. If any claim, action or proceeding is made or brought against any party entitled to indemnification hereunder, then, upon demand by the indemnified party, the indemnifying party, at its sole cost and expense, shall resist or defend such claim, action or proceeding in the indemnified party’s name (if necessary), by attorneys approved by the indemnified party, which approval, shall not be unreasonably withheld. Attorneys for the indemnifying party’s insurer shall hereby be deemed approved for purposes of this Section 32.3. Notwithstanding the foregoing, an indemnified party may retain its own attorneys to participate or assist in defending any claim, action or proceeding involving potential liability of [*****] * or more, provided that the indemnifying party shall control the defense and the indemnifying party shall pay the reasonable fees and disbursements of such attorneys. Notwithstanding anything herein contained to the contrary, the indemnifying party may direct the indemnified party to settle any claim, suit or other proceeding provided that (i) such settlement shall involve no obligation on the part of the indemnified party other than the payment of money, (ii) any payments to be made pursuant to such settlement shall be paid in full exclusively by the indemnifying party at the time such settlement is reached; provided, that if the indemnified party is unconditionally released at the time such settlement is reached, the indemnifying party may pay such amounts over a reasonable period of time, (iii) such settlement shall not require the indemnified party to admit any liability or wrongdoing, and (iv) the indemnified party shall have received an unconditional release from the parties to such settlement. To the extent the indemnifying party shall control the defense or settlement of any claim as herein provided, the indemnified party agrees to (x) cooperate fully with the indemnifying party and its counsel and (y) execute any and all releases and other documents determined by the indemnifying party and its counsel as necessary to compromise or settle any claim that the indemnifying party is permitted hereunder to compromise or settle, provided that such releases and other documents shall be consistent with the terms and conditions of this Article 32 and not in derogation of the rights of the indemnified party hereunder. So long as the indemnifying party shall be performing all of its obligations hereunder, the indemnified party shall not settle any claim without the indemnifying party’s written consent which shall not be unreasonably withheld.

Defense and Settlement. If The obligations to indemnify, defend and hold harmless set forth in this section shall not apply to the Party to be indemnified (the “Indemnified Party”) unless the Indemnified Party (i) notifies the Party providing such indemnification (the “Indemnifying Party”) as soon as practicable of any claimmatters in respect of which the indemnity may apply and of which the Indemnified Party has knowledge; (ii) gives the Indemnifying Party, Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as “***”. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. at the Indemnifying Party’s option, the full opportunity to control the response thereto and the defense thereof, including any agreement relating to the settlement thereof, provided that the Indemnifying Party shall not settle any such claim or action without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or proceeding is made delayed) or brought against any party entitled to indemnification hereunder, then, upon demand such settlement include as an unconditional term thereof the giving by the indemnified party, claimant of an unconditional release from all liability in favor of the indemnifying partyIndemnified Party; and (iii) cooperates with the Indemnifying Party, at its sole the Indemnifying Party’s cost and expense, shall resist or defend such claim, action or proceeding in the indemnified party’s name (if necessary), by attorneys approved by the indemnified party, which approval, shall not be unreasonably withheld. Attorneys for the indemnifying party’s insurer shall hereby be deemed approved for purposes of this Section 32.3defense or settlement thereof. Notwithstanding the foregoing, an indemnified party may retain its own attorneys to participate or assist in defending any claim, action or proceeding involving potential liability of [*****] or more, provided that the indemnifying party shall control the defense and the indemnifying party shall pay the reasonable fees and disbursements of such attorneys. Notwithstanding anything herein contained to the contrary, the indemnifying party may direct the indemnified party to settle any claim, suit or other proceeding provided that (i) such settlement shall involve no obligation on the part of the indemnified party other than the payment of money, (ii) any payments to be made pursuant to such settlement shall be paid in full exclusively by the indemnifying party at the time such settlement is reached; provided, that if the indemnified party is unconditionally released at the time such settlement is reached, the indemnifying party may pay such amounts over a reasonable period of time, (iii) such settlement shall not require the indemnified party to admit any liability or wrongdoing, and (iv) the indemnified party shall have received an unconditional release from the parties to such settlement. To the extent the indemnifying party shall control the defense or settlement of any claim as herein provided, the indemnified party agrees to (x) cooperate fully with the indemnifying party and its counsel and (y) execute any and all releases and other documents determined by the indemnifying party and its counsel as necessary to compromise or settle any claim that the indemnifying party is permitted indemnification obligations hereunder to compromise or settle, provided that such releases and other documents shall be consistent with the terms and conditions of this Article 32 and not in derogation of the rights of the indemnified party hereunder. So long as the indemnifying party shall be performing all of its obligations hereunder, the indemnified party shall not settle any claim without the indemnifying party’s written consent which shall not be unreasonably withheldrelieved hereunder for failure to do the foregoing, or delay with so doing, unless the Indemnifying Party is materially prejudiced thereby. In addition, the Indemnified Party may, at its own expense, participate in its defense if any claim.

Defense and Settlement. If notified promptly and in writing of any claim, action or proceeding is made or (and all prior related claims) brought against the Licensee alleging that the Licensee's use of the Software under this Agreement infringes any party entitled to indemnification hereundervalid Canadian or United States patent or copyright Chartwell may, thensubject as provided below, upon demand by the indemnified party, the indemnifying party, defend and settle that action at its sole cost expense and expensemay, shall resist or defend such claimsubject as provided below, action or proceeding pay the costs and damages of any type finally awarded against the Licensee in the indemnified party’s name (if necessary)action, by attorneys approved by the indemnified partybut is not obligated to do so, which approval, shall not be unreasonably withheld. Attorneys for the indemnifying party’s insurer shall hereby be deemed approved for purposes of this Section 32.3. Notwithstanding the foregoing, an indemnified party may retain its own attorneys to participate or assist in defending any claim, action or proceeding involving potential liability of [*****] or more, provided that the indemnifying party shall control the defense and the indemnifying party shall pay the reasonable fees and disbursements of such attorneys. Notwithstanding anything herein contained to the contrary, the indemnifying party may direct the indemnified party to settle any claim, suit or other proceeding provided that (i) such settlement Chartwell shall involve no obligation on the part have sole control of the indemnified party other than defense of any such action and all I negotiations for its settlement or compromise; and (ii) the payment Licensee and where applicable those for whom the Licensee is responsible, cooperates fully with Chartwell in its defense of moneythe action. If the Licensee receives notice of a valid claim or demand regarding infringement, or if the use of the Software shall be prevented by injunction, Chartwell shall, at its option and expense either (i) procure for the Licensee the right to continued use of the Software as provided hereunder, (ii) any payments to be made pursuant to such settlement shall be paid in full exclusively by modify the indemnifying party at the time such settlement Software so that it is reached; provided, that if the indemnified party is unconditionally released at the time such settlement is reached, the indemnifying party may pay such amounts over a reasonable period of timeno longer infringing, (iii) such settlement shall not require replace the indemnified party to admit any liability Software with computer software of equal capability, or wrongdoing, and (iv) terminate this Agreement as to the indemnified infringing Software; provided that Chartwell agrees that it will exercise any of the options (i) to (iii) prior to exercising option (iv) if, in Chartwell's opinion, such options are commercially feasible to Chartwell. The foregoing indemnification does not extend to any claim arising out of a modification to the Software by any party shall have received an unconditional release from the parties other than Chartwell to such settlement. To the extent the indemnifying party shall control the defense or settlement of such claim would not have arisen had such modification not been made, any claim as herein provided, the indemnified party agrees to (x) cooperate fully with the indemnifying party and its counsel and (y) execute any and all releases and other documents determined by the indemnifying party and its counsel as necessary to compromise or settle any claim that the indemnifying party is permitted hereunder to compromise or settle, provided that such releases and other documents shall be consistent with the terms and conditions of this Article 32 and not in derogation combination of the rights Software with any other software or hardware to the extent such claim would not have arisen had such combination not been made, or the use or distribution of the indemnified party hereunderSoftware other than as permitted under this Agreement and the Licensee shall indemnify and hold Chartwell harmless from any infringement arising therefrom. So long as the indemnifying party shall be performing all of its obligations hereunder, the indemnified party shall not settle any claim without the indemnifying party’s written consent which shall not be unreasonably withheldTHE FOREGOING STATES THE ENTIRE LIABILITY AND OBLIGATIONS OF CHARTWELL AND THE EXCLUSIVE REMEDY OF THE LICENSEE WITH RESPECT TO ANY ALLEGED INTELLECTUAL PROPERTY INFRINGEMENT.

Defense and Settlement. If any claim, action or proceeding is ---------------------- made or brought against any party entitled to indemnification hereunderIndemnitee, then, upon demand by the indemnified party, the indemnifying partythen such Indemnitee shall promptly notify Tenant and Tenant, at its sole cost and expense, shall resist or defend such claim, action or proceeding in the indemnified party’s Indemnitee's name (if necessary), by attorneys approved by the indemnified partyIndemnitee, which approval, approval shall not be unreasonably withheldwithheld or delayed. Attorneys for the indemnifying party’s Tenant's insurer shall hereby be deemed approved for purposes of this Section 32.329.2. Notwithstanding the foregoing, an indemnified party may retain its own attorneys if Landlord or any Indemnitee reasonably believes that (i) a conflict of interest exists which would make it inadvisable to participate or assist in be represented by Tenant's counsel, (ii) Tenant is not diligently defending any the claim, action or proceeding involving potential liability of [*****] or more(iii) there are legal defenses available to Landlord or any Indemnitee which are different from or inconsistent with those available to Tenant, provided that the indemnifying party Landlord and/or such Indemnitees shall control the defense each be entitled to retain separate counsel and the indemnifying party Tenant shall pay the reasonable fees and disbursements expenses of such attorneysseparate counsel. Notwithstanding anything herein contained to the contrary, the indemnifying party Tenant may direct the indemnified party Indemnitee to settle any claim, suit or other proceeding provided that (ia) such settlement shall involve no obligation on the part of the indemnified party Indemnitee other than the payment of money, (iib) any payments to be made pursuant to such settlement shall be paid in full exclusively by the indemnifying party at the time such settlement is reached; provided, that if the indemnified party is unconditionally released Tenant at the time such settlement is reached, the indemnifying party may pay such amounts over a reasonable period of time, (iiic) such settlement shall not require the indemnified party Indemnitee to admit any liability or wrongdoingliability, and (ivd) the indemnified party Indemnitee shall have received an unconditional release from the other parties to such settlementclaim, suit or other proceeding (which may be conditioned upon receiving a reciprocal release from the Indemnitee). To the extent the indemnifying party shall control the defense or settlement of any claim as herein provided, the indemnified party agrees to (x) cooperate fully with the indemnifying party and its counsel and (y) execute any and all releases and other documents determined by the indemnifying party and its counsel as necessary to compromise or settle any claim that the indemnifying party is permitted hereunder to compromise or settle, provided that such releases and other documents shall be consistent with the terms and conditions The provisions of this Article 32 and not in derogation 29 shall survive the expiration or earlier ---------- termination of the rights of the indemnified party hereunder. So long as the indemnifying party shall be performing all of its obligations hereunder, the indemnified party shall not settle any claim without the indemnifying party’s written consent which shall not be unreasonably withheldthis Lease.

Defense and Settlement. (a) If any claim, action or proceeding set forth in Section 25.1 is made or brought against any party entitled to indemnification hereunderLandlord Party, then, then upon demand by the indemnified partya Landlord Party, the indemnifying partyTenant, at its Tenant’s sole cost and expense, shall resist or defend such claim, action or proceeding in the indemnified partyLandlord Party’s name (if necessary), by attorneys approved by the indemnified partyLandlord Party, which approval, approval shall not be unreasonably withheld. Attorneys withheld (attorneys for the indemnifying partyTenant’s insurer shall hereby be deemed approved for purposes of this Section 32.325.3). Notwithstanding the foregoing, an indemnified party a Landlord Party may retain its own attorneys to participate or assist in defending any claim, action or proceeding involving potential liability in excess of [*****] or more, provided that the indemnifying party shall control the defense amount available under Tenant’s liability insurance carried under Section 11.1 for such claim and the indemnifying party Tenant shall pay the reasonable fees and disbursements of such attorneys. If Tenant fails to diligently defend or if there is a legal conflict or other conflict of interest, then Landlord may retain separate counsel at Xxxxxx’s expense. The obligations of Tenant under any indemnity herein shall be conditioned upon the Landlord Parties being reasonable in approving a settlement of any indemnified claim. Notwithstanding anything herein contained to the contrary, the indemnifying party Tenant may direct the indemnified party Landlord Party to settle any claim, suit or other proceeding provided that (ia) such settlement shall involve no obligation on the part of the indemnified party Landlord Party other than the payment of money, (iib) any payments to be made pursuant to such settlement shall be paid in full exclusively by the indemnifying party at the time such settlement is reached; provided, that if the indemnified party is unconditionally released Tenant (or any other Person other than Landlord) at the time such settlement is reached, the indemnifying party may pay such amounts over a reasonable period of time, (iiic) such settlement shall not require the indemnified party Landlord Party to admit any liability or wrongdoingliability, and (ivd) the indemnified party Landlord Party shall have received an unconditional release from the other parties to such settlement. To the extent the indemnifying party shall control the defense claim, suit or settlement of any claim as herein provided, the indemnified party agrees to (x) cooperate fully with the indemnifying party and its counsel and (y) execute any and all releases and other documents determined by the indemnifying party and its counsel as necessary to compromise or settle any claim that the indemnifying party is permitted hereunder to compromise or settle, provided that such releases and other documents shall be consistent with the terms and conditions of this Article 32 and not in derogation of the rights of the indemnified party hereunder. So long as the indemnifying party shall be performing all of its obligations hereunder, the indemnified party shall not settle any claim without the indemnifying party’s written consent which shall not be unreasonably withheldproceeding.

Defense and Settlement. Each party agrees to give prompt notice to the other, of any third party claims that might give rise to a claim based on the indemnity contained in Section 7.2 and Section 7.3, stating the nature and basis of the claim and the amount thereof; provided that the failure to provide such notice promptly shall not relieve the indemnifying party of its indemnification obligation hereunder except to the extent that the indemnifying party has been materially prejudiced thereby. The indemnifying party shall have the right to defend all such third party claims with litigation counsel of its choice and shall instruct said counsel to diligently and energetically defend. If the indemnifying party does not assume the defense of any such third party claims or litigation resulting therefrom within 30 days of receipt of such notice, the indemnified party may defend against such claim or litigation in such manner as it deems appropriate. If the indemnifying party chooses to exercise its right to defend such claim, action or proceeding is made or brought against any it shall keep the other apprised of the developments in the action. The indemnified party entitled to indemnification hereundershall cooperate in good faith in the defense of each and every claim. Without limitation, then, upon demand by such cooperation shall include making available documents and/or witnesses as may be within the control of the indemnified party, the indemnifying party, at its sole cost and expense, shall resist or defend such claim, action or proceeding cooperating in the indemnified party’s name (if necessary), by attorneys approved by the indemnified party, which approval, shall not be unreasonably withheld. Attorneys for the indemnifying party’s insurer shall hereby be deemed approved for purposes of this Section 32.3. Notwithstanding the foregoing, an indemnified party may retain its own attorneys to participate or assist in defending any claim, action or proceeding involving potential liability of [*****] or more, provided that assisting the indemnifying party shall control in identifying and proving counterclaims against the defense and the third party. The indemnifying party shall pay retain control of the reasonable fees litigation and disbursements of such attorneysshall therefore have the right to make the final decision with respect to defenses, counterclaims and strategy. Notwithstanding anything herein contained The indemnified party shall strictly observe all conduct and communication rules that litigation counsel shall impose with respect to the contraryclaim or litigation, including, but not limited to, issuance of press releases, public statements and even to statements to individuals within the indemnifying party may direct the indemnified party to settle any claim, suit or other proceeding provided that (i) such settlement shall involve no obligation on the part employ of the indemnified party other than the payment who either do not have a strict need to know, or, to whom communication would be restricted by reason of money, (ii) any payments to be made pursuant to such settlement protective order in effect. The indemnifying party shall be paid entitled to settle any third party claim in full exclusively by the indemnifying party at the time such settlement any manner which, in its sole judgment, is reached; provided, that if the indemnified party is unconditionally released at the time such settlement is reached, the indemnifying party may pay such amounts over a reasonable period of time, (iii) such settlement shall not require the indemnified party to admit any liability or wrongdoingappropriate, and (iv) the indemnified party shall have received an unconditional release from the parties to cooperate and comply with such settlement. To the extent the indemnifying party shall control the defense or settlement of any claim acts as herein provided, the indemnified party agrees to (x) cooperate fully with the indemnifying party and its counsel and (y) execute any and all releases and other documents determined by the indemnifying party and its counsel as necessary to compromise or settle any claim that the indemnifying party is permitted hereunder to compromise or settle, provided that such releases and other documents shall be consistent with the terms and conditions of this Article 32 and not in derogation of the rights of the indemnified party hereunder. So long as the indemnifying party shall be performing all of its obligations hereunder, the indemnified party shall not settle any claim without the indemnifying party’s written consent which shall not be unreasonably withheldrequired to accomplish settlement.