Common use of Defense of a Third Party Claim Clause in Contracts

Defense of a Third Party Claim. (i) If any third party shall notify any party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) that may give rise to a claim for indemnification against any other party (the “Indemnifying Party”) under this ARTICLE VIII, the Indemnifying Party will have the right, but not the obligation, to assume the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within ten business days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (v) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (ii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2(b)(i), (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld, delayed or conditioned unreasonably), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld, delayed or conditioned unreasonably). (iii) In the event the Indemnifying Party fails to assume the defense of a Third Party Claim or any of the conditions in Section 8.2(b)(i) is or becomes unsatisfied after written notice has been provided to the Indemnifying Party and the Indemnifying Party fails to cure the matter unsatisfied (such cure period to be no more than ten (10) days or such lesser period if after such 10 day period the Indemnified Party would be prejudiced in the defense of such Third Party Claim), then (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the reasonable costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (iii) the Indemnifying Party will remain responsible for any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this ARTICLE VIII. Regardless of the party who defends against such Third Party Claim, the other party agrees to cooperate in good faith with the defending party.

Defense of a Third Party Claim. (i) If any third party shall notify claim is made, or suit or proceeding (including a binding arbitration or an audit by any party Taxing authority) is instituted against an Indemnified Party by any Person other than Indemnitor that, if prosecuted successfully, would be a matter for which such Indemnified Party is entitled to indemnification under this Agreement (the “Indemnified Party”) with respect herein referred to any matter (as a “Third Party Claim”) that may give rise to a claim for indemnification against any other party (the “Indemnifying Party”) under this ARTICLE VIII), the Indemnifying Party will have the right, but not the obligation, to assume the defense obligations and liabilities of the Parties hereunder with respect to such Third Party Claim with counsel shall be subject to the following terms and conditions: (a) The Indemnified Party shall give the Indemnitor written notice of its choice reasonably satisfactory to any such claim promptly after receipt by the Indemnified Party of actual notice thereof, but any failure to do so long as (i) shall not relieve the Indemnifying Party notifies Indemnitor from any liability which it may have except to the Indemnified Party in writing within ten business days after extent such failure would prejudice the Indemnified Party has given notice Indemnitor. Upon receipt of such notice, Indemnitor shall undertake the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety defense thereof by representatives of any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence its own choosing reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunderParty. If, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect tohowever, the Third Party Claim is not, in Indemnitor fails or refuses to undertake the good faith judgment defense of such claim within thirty (30) days after written notice of such claim has been given to the Indemnitor by the Indemnified Party, likely or at least five (5) days before any answer or similar pleading is required, whichever is sooner, the Indemnified Party shall have the right to establish a precedential custom or practice adverse undertake the defense and, subject to Section 14.3, settlement of such claim with counsel of its own choosing. In the continuing business interests circumstances described in the preceding sentence, the Indemnified Party shall, promptly upon its determination of the amount of such Loss, make an Indemnification Claim as specified in Section 14.1. (b) The Indemnified Party, Parties and (v) the Indemnifying Party conducts Indemnitor shall cooperate with each other in all reasonable respects in connection with the defense of the any Third Party Claim actively including making available records relating to such claim and diligently. (ii) So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2(b)(i)furnishing, (i) the Indemnified Party may retain separate co-counsel at its sole cost and without expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld, delayed or conditioned unreasonably)Indemnitor, and (iii) the Indemnifying Party will not consent providing access to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent management employees of the Indemnified Party (not to as may be withheld, delayed or conditioned unreasonably). (iii) In reasonably necessary for the event the Indemnifying Party fails to assume preparation of the defense of a Third Party Claim any such claim or any of the conditions in Section 8.2(b)(i) is or becomes unsatisfied after written notice has been provided to the Indemnifying Party and the Indemnifying Party fails to cure the matter unsatisfied (such cure period to be no more than ten (10) days or such lesser period if after such 10 day period the Indemnified Party would be prejudiced in the defense of such Third Party Claim), then (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim for testimony as witnesses in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the reasonable costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (iii) the Indemnifying Party will remain responsible for any Damages the Indemnified Party may suffer resulting from, arising out of, proceeding relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this ARTICLE VIII. Regardless of the party who defends against such Third Party Claim, the other party agrees to cooperate in good faith with the defending partyclaim.

Defense of a Third Party Claim. (i) If any third party shall notify any party (the “Indemnified Party”) with respect to any matter (7.2.1 Upon receipt of a “Third Party Claim”) that may give rise to a claim for indemnification against any other party (the “Indemnifying Party”) under this ARTICLE VIIIClaim Notice, the Indemnifying Party will have the right, but not the obligation, Indemnitor may elect to assume the defense of the Third Party Claim at Indemnitor's expense with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) Indemnitee. The Indemnitor shall promptly notify the Indemnifying Party notifies the Indemnified Party Indemnitee in writing within ten business days after the Indemnified Party whether it has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable elected to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Partyassume such defense, and (v) each party agrees to cooperate with the Indemnifying Party conducts party assuming the defense of the Third Party Claim actively (including, without limitation, allowing and diligentlydirecting its employees to serve as witnesses and otherwise rendering such assistance as the defending party may reasonably request) in such defense and related negotiations (including settlement negotiations). (ii) So long as 7.2.2 If the Indemnifying Party is conducting Indemnitor elects to control the defense of the Third Party Claim in accordance with Section 8.2(b)(i), (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the a Third Party Claim, (ii) the Indemnified Party will not consent Indemnitee shall have the right to employ separate counsel in any action or claim and to participate in its defense. The fees and expenses of counsel employed by Indemnitee shall be at the expense of Indemnitee; provided, however, that if counsel to the entry Indemnitor determines that it is unable to represent the interests of any judgment or enter into any settlement with respect to both the Third Party Claim without Indemnitor and the prior written consent of Indemnitee, the Indemnifying Party (not to be withheld, delayed or conditioned unreasonably), and (iii) Indemnitee may employ separate counsel at the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld, delayed or conditioned unreasonably)Indemnitor's expense. (iii) In the event the Indemnifying Party fails to assume 7.2.3 If Indemnitor assumes the defense of a Third Party Claim no compromise or settlement may be effected by the Indemnitor without the Indemnitee's consent unless (i) there is no finding or admission of any violation of law or any violation of the conditions rights of any person by Indemnitee, (ii) there is no effect on any other claim that may be made by or against Indemnitee, (iii) the sole relief provided is monetary damages that are paid in full by Indemnitor, and (iv) the compromise or settlement contains, as an unconditional term thereof, the giving by the claimant or the plaintiff of the Indemnitee a release from all liability in respect of such Third Party Claim. The Indemnitee shall have no liability with respect to any compromise or settlement thereof effected without its consent. 7.2.4 If the Indemnitor does not notify the Indemnitee within fifteen (15) days after receipt of the Claim Notice that Indemnitor elects to undertake the defense of a Third Party Claim, the Indemnitee shall have the right to defend the claim, at the expense of Indemnitor, with counsel of Indemnitee's choosing. 7.2.5 No settlement of a Third Party Claim defended by Indemnitee pursuant to this Section 8.2(b)(i) is or becomes unsatisfied after 7 shall be made without the prior written notice has been provided consent of Indemnitor, which consent shall not be unreasonably withheld. Failure of Indemnitor to the Indemnifying Party and the Indemnifying Party fails to cure the matter unsatisfied (such cure period to be no more than reject a settlement within ten (10) days or such lesser period if after such 10 day period the Indemnified Party would of receipt thereof shall be prejudiced in the defense deemed an acceptance of such Third Party Claim), then (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the reasonable costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (iii) the Indemnifying Party will remain responsible for any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this ARTICLE VIII. Regardless of the party who defends against such Third Party Claim, the other party agrees to cooperate in good faith with the defending partysettlement.

Defense of a Third Party Claim. (i1) If any third party shall notify any party (the “Indemnified Party”) Person with respect to any matter (a “Third Party Claim”) Claim that may give rise to a claim for indemnification against any other party (the “Indemnifying Party”) Parties under this ARTICLE VIIISection 6.18, the Indemnifying Party Parties will have the right, but not the obligation, to assume the defense of the Third Party Claim with counsel of its their choice reasonably satisfactory to the Indemnified Party Person so long as (iA) the Indemnifying Party notifies Parties notify the Indemnified Party Person in writing within ten business days after the Indemnified Party Person has given notice of the Third Party Claim that the Indemnifying Party Parties will indemnify the Indemnified Party Person from and against the entirety of any Damages the Indemnified Party Person may suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim, (iiB) the Indemnifying Party provides Parties provide the Indemnified Party Person with evidence reasonably acceptable to the Indemnified Party Person that the Indemnifying Party Parties will have the financial resources to defend against the Third Party Claim and fulfill its their indemnification obligations hereunder, (iiiC) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (ivD) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified PartyPerson, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified PartyPerson, and (vE) the Indemnifying Party conducts Parties conduct the defense of the Third Party Claim actively and diligently. (ii2) So long as the Indemnifying Party is Parties are conducting the defense of the Third Party Claim in accordance with Section 8.2(b)(i6.18(d)(ii)(1), (iA) the Indemnified Party Person may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (iiB) the Indemnified Party Person will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party Parties (not to be withheld, delayed or conditioned unreasonably), and (iiiC) the Indemnifying Party Parties will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party Person (not to be withheld, delayed or conditioned unreasonably). (iii3) In the event the Indemnifying Party fails Parties fail to assume the defense of a Third Party Claim or any of the conditions in Section 8.2(b)(i6.18(d)(ii)(1) is or becomes unsatisfied after written notice has been provided to the Indemnifying Party Parties and the Indemnifying Party fails Parties fail to cure the matter unsatisfied (such cure period to be no more than ten (10) days or such lesser period if after such 10 day period the Indemnified Party Person would be prejudiced in the defense of such Third Party Claim), then (iA) the Indemnified Party Person may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party Person need not consult with, or obtain any consent from, any Indemnifying Party Parties in connection therewith), (iiB) the Indemnifying Party Parties will reimburse the Indemnified Party Person promptly and periodically for the reasonable costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (iiiC) the Indemnifying Party Parties will remain responsible for any Damages the Indemnified Party Person may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this ARTICLE VIIISection 6.18. Regardless of the party who defends against such Third Party Claim, the other party agrees to cooperate in good faith with the defending party.

Defense of a Third Party Claim. (i) If any third party shall notify any party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) that may give rise to a claim for indemnification against any other party (the “Indemnifying Party”) under this ARTICLE VIIIArticle VII, the Indemnifying Party will have the right, but not the obligation, to assume the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing within ten business days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iiiii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of uses counsel reasonably satisfactory to the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (viii) the Indemnifying Party conducts acknowledges its obligation to indemnify the defense Indemnified Party hereafter in respect of such matters and (iv) the Third Party Claim actively and diligently. (ii) So long as relief sought is monetary damages. After notice from the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 8.2(b)(i), (i) to the Indemnified Party may retain separate co-counsel at of its sole cost and expense and participate in election to assume the defense of the Third Party Claim, (ii) the Indemnifying Party shall not, as long as the Indemnifying Party diligently conducts such defense, be liable to the Indemnified Party will for any legal or other expense subsequently incurred by the indemnified party in connection with the defense thereof, other than reasonable costs of investigation; provided, however, that if counsel defending such Third Party Claim shall advise the parties of a potential conflict of interest arising from the existence of one or more legal defenses available to the Indemnified Party which are different from or additional to those available to the Indemnifying Party or its Affiliates, then the Indemnified Party may retain separate counsel to defend it and in that event the reasonable fees and expenses of such separate counsel shall be paid by the Indemnifying Party if applicable under this Article VII. Subject to the proviso to the foregoing sentence, if the Indemnifying Party assumes such defense, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party. The Indemnifying Parties shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party have not assumed the defense thereof if they ultimately are found to be liable to indemnify the Indemnified Party. If the Indemnifying Party choose to defend or prosecute any Third Party Claim, all of the parties hereto shall cooperate in the defense or prosecution thereof. If an Indemnifying Party assumes the defense of an action or proceeding, then without the Indemnified Party’s written consent, the Indemnifying Party shall not settle or compromise any Third Party Claim or consent to the entry of any judgment which does not include as an unconditional term thereof the delivery by the claimant or enter into any settlement with respect other plaintiff to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld, delayed or conditioned unreasonably), and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld, delayed or conditioned unreasonably). (iii) In the event the Indemnifying Party fails to assume the defense of a written release from all liability in respect of such Third Party Claim or any if such settlement shall include injunctive or other relief that affects or relates to the right or obligations of such Indemnified Party, other than the conditions obligation to pay monetary damages where such damages have been satisfied in Section 8.2(b)(i) is or becomes unsatisfied after written notice has been provided to full by the Indemnifying Party and the Indemnifying Party fails to cure the matter unsatisfied (such cure period to be no more than ten (10) days or such lesser period if after such 10 day period the Indemnified Party would be prejudiced in the defense of such Third Party Claim), then (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the reasonable costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (iii) the Indemnifying Party will remain responsible for any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this ARTICLE VIII. Regardless of the party who defends against such Third Party Claim, the other party agrees to cooperate in good faith with the defending partytheir respective Affiliates.

Defense of a Third Party Claim. (i) If any third party shall notify any party (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) that may give rise to a claim for indemnification against any other party (the “Indemnifying Party”) under this ARTICLE VIIIArticle XI, the Indemnifying Party will have the right, but not the obligation, to assume the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party so long as (i) the Indemnifying Party notifies the Indemnified Party in writing at any time within ten business 30 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of or caused by the Third Party Claim, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party, and (v) so long as the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. . Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim (iiand shall be liable for the reasonable fees and expenses of counsel incurred by the Indemnified Party in defending such Third Party Claim) if the Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party that the Indemnified Party reasonable determines, after conferring with its outside counsel and the Indemnifying Party’s outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Third Party Claim can be so separated from that portion for money damages, the Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages. So long as the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with the first paragraph of this Section 8.2(b)(i11.3(b), (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, ; provided that the Indemnifying Party shall control such defense. Whether or not the Indemnifying Party is conducting the defense of the Third Party Claim (iii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld, delayed or conditioned unreasonably), and (iiiii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld, delayed or conditioned unreasonably). (iii) . Execution Version In the event the Indemnifying Party fails to assume the defense of a Third Party Claim Claim, or any the Indemnifying Party is subject to bankruptcy, insolvency, receivership or similar proceedings, or the condition in the first paragraph of the conditions in this Section 8.2(b)(i11.3(b) is or becomes unsatisfied after written notice has been provided to the Indemnifying Party and the Indemnifying Party fails to cure the matter unsatisfied (such cure period to be no more than ten (10) days or such lesser period if after such 10 ten day period the Indemnified Party would be prejudiced in the defense of such Third Party Claim)) then, then (i) the Indemnified Party may defend againstmay, at the cost and expense of the Indemnifying Party, assume control of the defense of such Third Party Claim (and the Indemnified Party need not consult with any Indemnifying Party in connection therewith) and consent to the entry of any judgment or enter into any settlement with respect to, to the Third Party Claim in any manner it reasonably may deem appropriate (and subject to the Indemnified Party need Indemnifying Party’s consent (not consult withto be withheld, delayed or obtain any consent from, any Indemnifying Party in connection therewithconditioned unreasonably)), and (ii) the Indemnifying Party will reimburse the Indemnified Party promptly and periodically for the reasonable costs of defending against the Third Party Claim (including reasonable attorneys’ fees and expenses), and (iii) the Indemnifying Party will remain responsible for any Damages the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim to the fullest extent provided in this ARTICLE VIII. Regardless of the party who defends against such Third Party Claim, the other party agrees to cooperate in good faith with the defending party.