Common use of Defense of Action Clause in Contracts

Defense of Action. Promptly after receipt by a Partnership Indemnitee or a Partner Indemnitee (either, an “Indemnified Party”) of notice of any pending or threatened claim, demand, action, suit, proceeding or investigation made or instituted by a Person other than another Indemnified Party (a “Third Party Action”), such Indemnified Party shall, if a claim in respect thereof is to be made by such Indemnified Party against a Person providing indemnification pursuant to Sections 14.1 or 14.2 (“Indemnifying Party”), give notice thereof to the Indemnifying Party. The Indemnifying Party, at its own expense, may elect to assume the defense of any such Third Party Action through its own counsel on behalf of the Indemnified Party (with full right of subrogation to the Indemnified Party’s rights and defenses). The Indemnified Party may employ separate counsel in any such Third Party Action and participate in the defense thereof; but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party shall have been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to assume the defense of such Third Party Action on behalf of the Indemnified Party); provided, however, that the Indemnifying Party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for the Indemnified Parties, and such fees shall be designated in writing by the Indemnified Parties. All fees and expenses for any such separate counsel shall be paid periodically as incurred. The Indemnifying Party shall not be liable for any settlement of any such Third Party Action effected without its consent unless the Indemnifying Party shall elect in writing not to assume the defense thereof or fails to prosecute diligently such defense and fails after written notice from the Indemnified Party to promptly remedy the same, in which case, the Indemnified Party without waiving any rights to indemnification hereunder may defend such Third Party Action and enter into any good faith settlement thereof without the prior written consent from the Indemnifying Party. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, effect any settlement of any such Third Party Action unless such settlement includes an unconditional release of the Indemnified Party from all Indemnified Losses that are the subject of such Third Party Action. The Partners shall cooperate in any defense or settlement of any such Third Party Action and give each other reasonable access to all information relevant thereto. The Partners will similarly cooperate in the prosecution of any claim or lawsuit against any third party. If, after the Indemnifying Party elects to assume the defense of a Third Party Action, it is determined pursuant to the Dispute Resolution procedures described in Section 15.8 that the Indemnified Party is not entitled to indemnification with respect thereto, the Indemnifying Party shall discontinue the defense thereof, and if any fees or expenses for separate counsel to represent the Indemnified Party were paid by the Indemnifying Party, the Indemnified Party shall promptly reimburse the Indemnifying Party for the full amount thereof.

Defense of Action. Promptly after receipt by a Partnership Indemnitee or a Partner Indemnitee (either, either an “Indemnified Party”) of a notice of any pending or threatened claim, demand, demand action, suit, proceeding or investigation made or instituted by a Person other than another Indemnified Party (a “Third Party Action”), such Indemnified Party shall, if a claim in respect thereof is to be made by such Indemnified Party against a Person providing indemnification pursuant to Sections 14.1 6.1 or 14.2 6.2 (“Indemnifying Party”), give notice thereof to the Indemnifying Party. The Indemnifying Party, at its own expense, expense may elect to assume the defense of any such Third Party Action through its own counsel on behalf of the Indemnified Party (with full right of subrogation to the Indemnified Party’s rights and defenses). The Indemnified Party may employ separate counsel in any such Third Party Action and participate in the defense thereof; but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party shall have been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to assume the defense of such Third Party Action on behalf of the Indemnified Party); provided, it being understood, however, that the Indemnifying Party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for the Indemnified Parties, and such fees shall be designated in writing by the Indemnified Parties. All fees and expenses for any such separate counsel shall be paid periodically as incurred. The Indemnifying Party shall not be liable for any settlement of any such Third Party Action effected without its consent unless the Indemnifying Party shall elect in writing not to assume the defense thereof or fails to prosecute diligently such defense and fails after written notice from the Indemnified Party to promptly remedy the same, in which case, the Indemnified Party Party, without waiving any rights to indemnification hereunder hereunder, may defend such Third Party Action and enter into any good faith settlement thereof without the prior written consent from the Indemnifying Party. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, effect any settlement of any such Third Party Action unless such settlement includes an unconditional release of the Indemnified Party from all Indemnified Losses Liabilities that are the subject of such Third Party Action. The Partners shall agree to cooperate in any defense or settlement of any such Third Party Action and to give each other reasonable access to all information relevant thereto. The Partners will similarly cooperate in the prosecution of any claim or lawsuit against any third party. If, after the Indemnifying Party elects to assume the defense of a Third Party Action, it is determined pursuant to the Dispute Resolution procedures described in Section 15.8 12.11 that the Indemnified Party is not entitled to indemnification with respect thereto, the Indemnifying Party shall discontinue the defense thereof, and if any fees or expenses for separate counsel to represent the Indemnified Party were paid by the Indemnifying Party, the Indemnified Party shall promptly reimburse the Indemnifying Party for the full amount thereof.

Defense of Action. Promptly after receipt by a Partnership Company Indemnitee or a Partner Member Indemnitee (either, an “Indemnified Party”) of notice of any pending or threatened claim, demand, action, suit, proceeding or investigation made or instituted by a Person other than another Indemnified Party (a “Third Party Action”), such Indemnified Party shall, if a claim in respect thereof is to be made by such Indemnified Party against a Person providing indemnification pursuant to Sections 14.1 6.1 or 14.2 6.2 (“Indemnifying Party”), give notice thereof to the Indemnifying Party. The Indemnifying Party, at its own expense, may elect to assume the defense of any such Third Party Action through its own counsel on behalf of the Indemnified Party (with full right of subrogation to the Indemnified Party’s rights and defenses). The Indemnified Party may employ separate counsel in any such Third Party Action and participate in the defense thereof; but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party shall have been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to assume the defense of such Third Party Action on behalf of the Indemnified Party); provided, it being understood, however, that the Indemnifying Party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for the Indemnified Parties, and such fees shall be designated in writing by the Indemnified Parties. All fees and expenses for any such separate counsel shall be paid periodically as incurred. The Indemnifying Party shall not be liable for any settlement of any such Third Party Action effected without its consent unless the Indemnifying Party shall elect in writing not to assume the defense thereof or fails to prosecute diligently such defense and fails after written notice from the Indemnified Party to promptly remedy the same, in which case, the Indemnified Party without waiving any rights to indemnification hereunder may defend such Third Party Action and enter into any good faith settlement thereof without the prior written consent from the Indemnifying Party. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, effect any settlement of any such Third Party Action unless such settlement includes an unconditional release of the Indemnified Party from all Indemnified Losses Liabilities that are the subject of such Third Party Action. The Partners shall Members agree to cooperate in any defense or settlement of any such Third Party Action and to give each other reasonable access to all information relevant thereto. The Partners Members will similarly cooperate in the prosecution of any claim or lawsuit against any third party. If, after the Indemnifying Party elects to assume the defense of a Third Party Action, it is determined pursuant to the Dispute Resolution procedures described in Section 15.8 12.11 that the Indemnified Party is not entitled to indemnification with respect thereto, the Indemnifying Party shall discontinue the defense thereof, and if any fees or expenses for separate counsel to represent the Indemnified Party were paid by the Indemnifying Party, the Indemnified Party shall promptly reimburse the Indemnifying Party for the full amount thereof.

Defense of Action. Promptly after receipt by a Partnership Indemnitee (a) Any Person seeking indemnification under Section 15.2, 15.3 or a Partner Indemnitee 15.4 (either, an “the "Indemnified Party”") of notice of with respect to any pending or threatened third party claim, demandinvestigation, action, suitsuit or proceeding (collectively, proceeding an "Action") shall promptly give notice of such Action to the party from which such indemnification is sought (the "Indemnifying Party"). The Indemnified Party's failure to so notify the Indemnifying Party of any Action shall not release the Indemnifying Party, in whole or investigation made or instituted by a Person other than another in part, from its obligations to indemnify under this Article, except to the extent that the Indemnified Party's failure to so notify actually prejudices the Indemnifying Party's ability to defend against such Action. The Indemnified Party shall be entitled, at the sole expense and liability of the Indemnifying Party, to exercise full control of the defense, compromise or settlement of any such Action unless the Indemnifying Party, within a reasonable time after the giving of such notice by the Indemnified Party, shall (i) deliver a “Third Party Action”), written confirmation to such Indemnified Party shallthat the indemnification provisions of Section 15.2, if a claim in respect thereof is 15.3 or 15.4 (as the case may be) are applicable to be made by such Action and that, subject to the remaining provisions of this Article XV, the Indemnifying Party will indemnify such Indemnified Party against a Person providing indemnification in respect of such Action pursuant to Sections 14.1 the terms of Section 15.2, 15.3 or 14.2 15.4 (“Indemnifying Party”as the case may be), give notice thereof to (ii) notify such Indemnified Party in writing of the Indemnifying Party. The Indemnifying Party, at its own expense, may elect 's intention to assume the defense thereof, and (iii) retain legal counsel reasonably satisfactory to such Indemnified Party to conduct the defense of such Action. (b) The Indemnified Party and the Indemnifying Party shall cooperate with the party assuming the defense, compromise or settlement of any such Action in accordance herewith in any manner that such party reasonably may request. If the Indemnifying Party so assumes the defense of any such Third Party Action through its own counsel on behalf of Action, the Indemnified Party (with full shall have the right of subrogation to the Indemnified Party’s rights and defenses). The Indemnified Party may employ separate counsel in any such Third Party Action and to participate in (but not control) the defense defense, compromise, or settlement thereof; , but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party has specifically agreed to pay such fees and expenses, (ii) any relief other than the payment of money damages is sought against the Indemnified Party unless or (iii) the Indemnified Party shall have been advised by its counsel that there may be one or more legal defenses available to it which that are different from or additional to those available to the Indemnifying Party or that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such Action (in either of which case cases the Indemnifying Party shall not have the right to assume direct the defense defense, compromise or settlement of such Third Party Action on behalf of the Indemnified Party); provided, and in any such case the reasonable fees and expenses of such separate counsel shall be borne by the Indemnifying Party, it being understood and agreed, however, that the Indemnifying Party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to at any local counsel) time for the Indemnified PartiesParty together with its Affiliates, and such fees unless there shall be designated in writing by a conflict of interest between the Indemnified Parties. All fees Party and expenses for any such separate counsel shall be paid periodically as incurred. The an Affiliate thereof, in which case the Indemnifying Party shall not be liable for the fees and expenses of more than an aggregate of two separate firms of attorneys at any settlement time for the Indemnified Party and its Affiliates. No Indemnified Party shall settle or compromise or consent to entry of any judgment with respect to any such Third Party Action effected for which it is entitled to indemnification hereunder without its the prior written consent of the Indemnifying Party, unless the Indemnifying Party shall elect have failed, after reasonable notice thereof, to undertake control of such Action in writing not to assume the defense thereof or fails to prosecute diligently such defense and fails after written notice from the Indemnified Party to promptly remedy the same, manner provided above in which case, the Indemnified Party without waiving any rights to indemnification hereunder may defend such Third Party Action and enter into any good faith settlement thereof without the prior written consent from the Indemnifying Partythis Section 15.5. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, effect any settlement settle or compromise or consent to entry of any judgment with respect to any such Third Party Action unless such settlement includes (x) in which any relief other than the payment of money damages is or may be sought against any Indemnified Party, or (y) that does not include as an unconditional release of term thereof the giving by the claimant, party conducting such investigation, plaintiff or petitioner to such Indemnified Party of a release from all Indemnified Losses that are the subject of such Third Party Action. The Partners shall cooperate in any defense or settlement of any such Third Party Action and give each other reasonable access to all information relevant thereto. The Partners will similarly cooperate in the prosecution of any claim or lawsuit against any third party. If, after the Indemnifying Party elects to assume the defense of a Third Party Action, it is determined pursuant to the Dispute Resolution procedures described in Section 15.8 that the Indemnified Party is not entitled to indemnification liability with respect theretoto such Action. (c) If the indemnification provisions contained in this Article XV and the indemnification provisions contained in Article XIII are both applicable with respect to any particular matter, then the Indemnifying Party indemnification provisions contained in Article XIII shall discontinue the defense thereof, be controlling and if any fees or expenses shall apply for separate counsel all purposes as to represent the Indemnified Party were paid by the Indemnifying Party, the Indemnified Party shall promptly reimburse the Indemnifying Party for the full amount thereofsuch matter.

Defense of Action. Promptly after receipt by a Partnership Indemnitee (a) Any Person seeking indemnification under Section 15.2, 15.3 or a Partner Indemnitee 15.4 (either, an “the "Indemnified Party”") of notice of with respect to any pending or threatened third party claim, demandinvestigation, action, suitsuit or proceeding (collectively, proceeding an "Action") shall promptly give notice of such Action to the party from which such indemnification is sought (the "Indemnifying Party"). The Indemnified Party's failure to so notify the Indemnifying Party of any Action shall not release the Indemnifying Party, in whole or investigation made or instituted by a Person other than another in part, from its obligations to indemnify under this Article, except to the extent that the Indemnified Party's failure to so notify actually prejudices the Indemnifying Party's ability to defend against such Action. The Indemnified Party shall be entitled, at the sole expense and liability of the Indemnifying Party, to exercise full control of the defense, compromise or settlement of any such Action unless the Indemnifying Party, within a reasonable time after the giving of such notice by the Indemnified Party, shall (i) deliver a “Third Party Action”), written confirmation to such Indemnified Party shallthat the indemnification provisions of Section 15.2, if a claim in respect thereof is 15.3 or 15.4 (as the case may be) are applicable to be made by such Action and that, subject to the remaining provisions of this Article XV, the Indemnifying Party will indemnify such Indemnified Party against a Person providing indemnification in respect of such Action pursuant to Sections 14.1 the terms of Section 15.2, 15.3 or 14.2 15.4 (“Indemnifying Party”as the case may be), give notice thereof to (ii) notify such Indemnified Party in writing of the Indemnifying Party. The Indemnifying Party, at its own expense, may elect 's intention to assume the defense thereof, and (iii) retain legal counsel reasonably satisfactory to such Indemnified Party to conduct the defense of such Action. (b) The Indemnified Party and the Indemnifying Party shall cooperate with the party assuming the defense, compromise or settlement of any such Action in accordance herewith in any manner that such party reasonably may request. If the Indemnifying Party so assumes the defense of any such Third Party Action through its own counsel on behalf of Action, the Indemnified Party (with full shall have the right of subrogation to the Indemnified Party’s rights and defenses). The Indemnified Party may employ separate counsel in any such Third Party Action and to participate in (but not control) the defense defense, compromise, or settlement thereof; , but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party has specifically agreed to pay such fees and expenses, (ii) any relief other than the payment of money damages is sought against the Indemnified Party unless or (iii) the Indemnified Party shall have been advised by its counsel that there may be one or more legal defenses available to it which that are different from or additional to those available to the Indemnifying Party or that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such Action (in either of which case cases the Indemnifying Party shall not have the right to assume direct the defense defense, compromise or settlement of 76 such Third Party Action on behalf of the Indemnified Party); provided, and in any such case the reasonable fees and expenses of such separate counsel shall be borne by the Indemnifying Party, it being understood and agreed, however, that the Indemnifying Party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to at any local counsel) time for the Indemnified PartiesParty together with its Affiliates, and such fees unless there shall be designated in writing by a conflict of interest between the Indemnified Parties. All fees Party and expenses for any such separate counsel shall be paid periodically as incurred. The an Affiliate thereof, in which case the Indemnifying Party shall not be liable for the fees and expenses of more than an aggregate of two separate firms of attorneys at any settlement time for the Indemnified Party and its Affiliates. No Indemnified Party shall settle or compromise or consent to entry of any judgment with respect to any such Third Party Action effected for which it is entitled to indemnification hereunder without its the prior written consent of the Indemnifying Party, unless the Indemnifying Party shall elect have failed, after reasonable notice thereof, to undertake control of such Action in writing not to assume the defense thereof or fails to prosecute diligently such defense and fails after written notice from the Indemnified Party to promptly remedy the same, manner provided above in which case, the Indemnified Party without waiving any rights to indemnification hereunder may defend such Third Party Action and enter into any good faith settlement thereof without the prior written consent from the Indemnifying Partythis Section 15.5. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, effect any settlement settle or compromise or consent to entry of any judgment with respect to any such Third Party Action unless such settlement includes (x) in which any relief other than the payment of money damages is or may be sought against any Indemnified Party, or (y) that does not include as an unconditional release of term thereof the giving by the claimant, party conducting such investigation, plaintiff or petitioner to such Indemnified Party of a release from all Indemnified Losses that are the subject of such Third Party Action. The Partners shall cooperate in any defense or settlement of any such Third Party Action and give each other reasonable access to all information relevant thereto. The Partners will similarly cooperate in the prosecution of any claim or lawsuit against any third party. If, after the Indemnifying Party elects to assume the defense of a Third Party Action, it is determined pursuant to the Dispute Resolution procedures described in Section 15.8 that the Indemnified Party is not entitled to indemnification liability with respect theretoto such Action. (c) If the indemnification provisions contained in this Article XV and the indemnification provisions contained in Article XIII are both applicable with respect to any particular matter, then the Indemnifying Party indemnification provisions contained in Article XIII shall discontinue the defense thereof, be controlling and if any fees or expenses shall apply for separate counsel all purposes as to represent the Indemnified Party were paid by the Indemnifying Party, the Indemnified Party shall promptly reimburse the Indemnifying Party for the full amount thereofsuch matter.

Defense of Action. Promptly after receipt by a Partnership Company Indemnitee or a Partner Member Indemnitee (either, an “Indemnified Party”) of notice of any pending or threatened claim, demand, action, suit, proceeding or investigation made or instituted by a Person other than another Indemnified Party (a “Third Party Action”), such Indemnified Party shall, if a claim in respect thereof is to be made by such Indemnified Party against a Person providing indemnification pursuant to Sections 14.1 6.1 or 14.2 6.2 (“Indemnifying Party”), give notice thereof to the Indemnifying Party. The Indemnifying Partyparty, at its own expense, may elect to assume the defense of any such Third Party Action through its own counsel on behalf of the Indemnified Party (with full right of subrogation to the Indemnified Party’s rights and defenses). The Indemnified Party may employ separate counsel in any such Third Party Action and participate in the defense thereof; but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party shall have been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to assume the defense of such Third Party Action on behalf of the Indemnified Party); provided, it being understood, however, that the Indemnifying Party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for the Indemnified Parties, and such fees shall be designated in writing by the Indemnified Parties. All fees and expenses for any such separate counsel shall be paid periodically as incurred. The Indemnifying Party shall not be liable for any settlement of any such Third Party Action effected without its consent unless the Indemnifying Party shall elect in writing not to assume the defense thereof or fails to prosecute diligently such defense and fails after written notice from the Indemnified Party to promptly remedy the same, in which case, the Indemnified Party without waiving any rights to indemnification hereunder may defend such Third Party Action and enter into any good faith settlement thereof without the prior written consent from the Indemnifying Party. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, effect any settlement of any such Third Party Action unless such settlement includes an unconditional release of the Indemnified Party from all Indemnified Losses Liabilities that are the subject of such Third Party Action. The Partners shall Members agree to cooperate in any defense or settlement of any such Third Party Action and to give each other reasonable access to all information relevant thereto. The Partners Members will similarly cooperate in the prosecution of any claim or lawsuit against any third party. If, after the Indemnifying Party elects to assume the defense of a Third Party Action, it is determined pursuant to the Dispute Resolution dispute resolution procedures described in Section 15.8 13.11 that the Indemnified Party is not entitled to indemnification with respect thereto, the Indemnifying Party shall discontinue the defense thereof, and if any fees or expenses for separate counsel to represent the Indemnified Party were paid by the Indemnifying Party, the Indemnified Party shall promptly reimburse the Indemnifying Party for the full amount thereof.

Defense of Action. Promptly after receipt by a Partnership Company Indemnitee or a Partner Member Indemnitee (either, an “Indemnified Party”) of notice of any pending or threatened claim, demand, action, suit, proceeding suit or investigation made or instituted by a Person other than another Indemnified Party (a “Third Party Action”), such Indemnified Party shall, if a claim in respect thereof is to be made by such Indemnified Party against a Person providing indemnification pursuant to Sections 14.1 6.1 or 14.2 6.2 (“Indemnifying Party”), give notice thereof to the Indemnifying Party. The Indemnifying Party, at its own expense, may elect to assume the defense of any such Third Party Action through its own counsel on behalf of the Indemnified Party (with full right of subrogation to the Indemnified Party’s rights and defenses). The Indemnified Party may employ separate counsel in any such Third Party Action and participate in the defense thereof; but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless there exists a conflict of interest between the Indemnified Party shall have been advised by its counsel that there may be Party, on the one or more legal defenses available to it which are different from or additional to those available to hand, and the Indemnifying Party or another Indemnified Party whose defense has already been assumed by the Indemnifying Party, on the other hand (in which case the Indemnifying Party shall not have the right to assume the defense of such Third Party Action on behalf of the Indemnified Party); provided, however, that the Indemnifying Party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for the Indemnified Parties, and such fees shall be designated in writing by the Indemnified Parties. All fees and expenses for any such separate counsel shall be paid periodically as incurred. The Indemnifying Party shall not be liable for any settlement of any such Third Party Action effected without its consent unless the Indemnifying Party shall elect in writing not to assume the defense thereof or fails to prosecute diligently such defense and fails after written notice from the Indemnified Party to promptly remedy the same, in which case, the Indemnified Party without waiving any rights to indemnification hereunder may defend such Third Party Action and enter into any good faith settlement thereof without the prior written consent from the Indemnifying Party. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, effect any settlement of any such Third Party Action unless such settlement includes an unconditional release of the Indemnified Party from all Indemnified Losses Liabilities that are the subject of such Third Party Action. The Partners shall Members agree to cooperate in any defense or settlement of any such Third Party Action and to give each other reasonable access to all information relevant thereto. The Partners Members will similarly cooperate in the prosecution of any claim or lawsuit against any third party. If, after the Indemnifying Party elects to assume the defense of a Third Party Action, it is determined pursuant to the Dispute Resolution procedures described in Section 15.8 12.11 that the Indemnified Party is not entitled to indemnification with respect thereto, the Indemnifying Party shall discontinue the defense thereof, and if any fees or expenses for separate counsel to represent the Indemnified Party were paid by the Indemnifying Party, the Indemnified Party shall promptly reimburse the Indemnifying Party for the full amount thereof.

Defense of Action. Promptly after receipt by a Partnership Indemnitee (a) If any third party notifies any Party seeking indemnification under Section 8.2, Section 8.3, or a Partner Indemnitee Section 8.4 (either, an the “Indemnified Party”) of notice of with respect to any pending or threatened matter, claim, demandinvestigation, action, suit, proceeding charge, complaint, demand, or investigation made other proceeding, whether pending or instituted by a Person other than another Indemnified Party threatened (a an “Third Party Action”), such that may give rise to a claim for indemnification under this Article VIII, then the Indemnified Party shall, if a claim in respect thereof must promptly give notice of the Action to the Party from which such indemnification is to be made by such Indemnified Party against a Person providing indemnification pursuant to Sections 14.1 or 14.2 sought (the “Indemnifying Party”)) pursuant to Section 9.5; provided, give however, that the Indemnified Party’s failure to so notify the Indemnifying Party of any Action will not release the Indemnifying Party, in whole or in part, from its obligations under this Article VIII, except to the extent (and solely to the extent) that the Indemnified Party’s failure to so notify actually prejudices the Indemnifying Party’s ability to defend against such Action. (b) The Indemnified Party may, at the sole expense and liability of the Indemnifying Party, exercise full control of the defense, compromise, or settlement of any such Action, unless, at any time within 30 days after the Indemnified Party has given notice thereof to the Indemnifying Party. The Party of the Action, the Indemnifying Party (i) delivers a written confirmation to such Indemnified Party that the indemnification provisions of Section 8.2, Section 8.3, or Section 8.4 (as applicable) are applicable to such Action and that, subject to the other provisions of this Article VIII, the Indemnifying Party must indemnify such Indemnified Party in respect of such Action pursuant to the terms of Section 8.2, Section 8.3, or Section 8.4 (as applicable), (ii) notifies such Indemnified Party in writing of the Indemnifying Party’s intention to assume the defense thereof and thereafter conducts the defense actively and diligently, at its own expenseand (iii) retains legal counsel reasonably satisfactory to such Indemnified Party to conduct the defense of such Action. Notwithstanding anything to the contrary in the immediately preceding sentence, may elect the Indemnifying Party will not have any right to assume the defense of any such Third Party Action, if (1) such Action through its own counsel on behalf seeks an injunction or other equitable relief and not money damages only, or (2) the settlement or compromise of, or an adverse judgment with respect to, such Action is, in the good faith judgment of the Indemnified Party (with full right Party, likely to establish a precedent, custom or practice materially adverse to the continuing business interests or the reputation of subrogation to the Indemnified Party’s rights and defenses). . (c) The Indemnified Party and the Indemnifying Party must use their commercially reasonable efforts to cooperate with the Party assuming the defense, compromise, or settlement of any such Action in accordance herewith in any manner that such Party reasonably may request. If the Indemnifying Party assumes the defense of any such Action, the Indemnified Party will have the right to employ separate counsel in any such Third Party Action and to participate in (but not control) the defense defense, compromise, or settlement thereof; , but the fees and expenses of such counsel shall will be at the expense of such Indemnified Party unless (i) the Indemnifying Party has specifically agreed to pay such fees and expenses or (ii) the Indemnified Party unless the Indemnified Party shall have has been advised by its counsel that there may be one or more legal defenses from claims available to it which that are different from or additional to those available to the Indemnifying Party (in which case or that there may be a conflict of interest between the Indemnifying Party shall and the Indemnified Party in the conduct of the defense of such Action (in either of which cases the Indemnifying Party will not have the right to assume direct the defense defense, compromise, or settlement of such Third Party Action on behalf of the Indemnified Party); provided, and in any such case the reasonable fees and expenses of such separate counsel must be borne by the Indemnifying Party, it being understood and agreed, however, that the Indemnifying Party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, will not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to at any local counsel) time for the Indemnified PartiesParty together with its applicable Affiliates (with respect to Uno, not including UGC or any of its Subsidiaries, and such fees shall be designated in writing by with respect to VTR, not including LMI or any of its Affiliates other than UGC and its Subsidiaries), unless there is a conflict of interest between the Indemnified Parties. All fees Party and expenses for an applicable Affiliate thereof (with respect to Uno, not including UGC or any such separate counsel shall be paid periodically as incurred. The of its Subsidiaries, and with respect to VTR, not including LMI or any of its Affiliates other than UGC and its Subsidiaries), in which case the Indemnifying Party shall will not be liable for the fees and expenses of more than an aggregate of two separate firms of attorneys at any settlement of any such Third Party Action effected without its consent unless the Indemnifying Party shall elect in writing not to assume the defense thereof or fails to prosecute diligently such defense and fails after written notice from time for the Indemnified Party and its applicable Affiliates (with respect to promptly remedy the sameUno, in which casenot including UGC or any of its Subsidiaries, the and with respect to VTR, not including LMI or any of its Affiliates other than UGC and its Subsidiaries). No Indemnified Party without waiving will settle or compromise or consent to entry of any rights judgment with respect to any such Action for which it is entitled to indemnification hereunder may defend such Third Party Action and enter into any good faith settlement thereof without the prior written consent from the Indemnifying Party. The Indemnifying Party shall not, without the prior written consent of the Indemnifying Party, unless the Indemnifying Party fails to assume control of such Action in the manner provided in Section 8.5(b). The Indemnifying Party must not, without the written consent of the Indemnified Party, effect any settlement settle or compromise or consent to entry of any judgment with respect to any such Third Party Action unless such settlement includes (1) in which any relief other than the payment of money damages is or may be sought against any Indemnified Party, or (2) that does not include as an unconditional term thereof the giving by the claimant, party conducting such investigation, plaintiff or petitioner to such Indemnified Party of a release from all liability with respect to such Action. (d) Notwithstanding anything to the contrary in Section 8.5(a), Section 8.5(b), or Section 8.5(c), the provisions under the “Tax Controversies” section of Schedule C (“Tax Matters”) will govern the rights and obligations of the Indemnified Party from all Indemnified Losses that are Parties in respect of the subject of such Third Party Action. The Partners shall cooperate in any defense or settlement of any such Third Party Action and give each other reasonable access to all information relevant thereto. The Partners will similarly cooperate in the prosecution of any claim or lawsuit against any third party. If, after the Indemnifying Party elects to assume the defense of a Third Party Action, it is determined pursuant to the Dispute Resolution procedures described in Section 15.8 that the Indemnified Party is not entitled to indemnification with respect thereto, the Indemnifying Party shall discontinue the defense thereof, and if any fees or expenses for separate counsel to represent the Indemnified Party were paid by the Indemnifying Party, the Indemnified Party shall promptly reimburse the Indemnifying Party for the full amount thereofcertain Tax matters specified therein.

Defense of Action. Promptly after receipt by a Partnership Company Indemnitee or a Partner Member Indemnitee (either, an “Indemnified Party”) of notice of any pending or threatened claim, demand, action, suit, proceeding or investigation made or instituted by a Person other than another Indemnified Party (a “Third Party Action”), such Indemnified Party shall, if a claim in respect thereof is to be made by such Indemnified Party against a Person providing indemnification pursuant to Sections 14.1 6.1 or 14.2 6.2 (“Indemnifying Party”), give notice thereof to the Indemnifying Party. The Indemnifying Partyparty, at its own expense, may elect to assume the defense of any such Third Party Action through its own counsel on behalf of the Indemnified Party (with full right of subrogation to the Indemnified Party’s rights and defenses). The Indemnified Party may employ separate counsel in any such Third Party Action and participate in the defense thereof; but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party shall have been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to assume the defense of such Third Party Action on behalf of the Indemnified Party); provided, it being understood, however, that the Indemnifying Party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for the Indemnified Parties, and such fees shall be designated in writing by the Indemnified Parties. All fees and expenses for any such separate counsel shall be paid periodically as incurred. The Indemnifying Party shall not be liable for any settlement of any such Third Party Action effected without its consent unless the Indemnifying Party shall elect in writing not to assume the defense thereof or fails to prosecute diligently such defense and fails after written notice from the Indemnified Party to promptly remedy the same, in which case, the Indemnified Party without waiving any rights to indemnification hereunder may defend such Third Party Action and enter into any good faith settlement thereof without the prior written consent from the Indemnifying Party. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, effect any settlement of any such Third Party Action unless such settlement includes an unconditional release of the Indemnified Party from all Indemnified Losses Liabilities that are the subject of such Third Party Action. The Partners shall Members agree to cooperate in any defense or settlement of any such Third Party Action and to give each other reasonable access to all information relevant thereto. The Partners Members will similarly cooperate in the prosecution of any claim or lawsuit against any third party. If, after the Indemnifying Party elects to assume the defense of a Third Party Action, it is determined pursuant to the Dispute Resolution procedures described in Section 15.8 12.11 that the Indemnified Party is not entitled to indemnification with respect thereto, the Indemnifying Party shall discontinue the defense thereof, and if any fees or expenses for separate counsel to represent the Indemnified Party were paid by the Indemnifying Party, the Indemnified Party shall promptly reimburse the Indemnifying Party for the full amount thereof.

Defense of Action. Promptly after receipt by a Partnership Indemnitee (a) If any third party notifies any Party seeking indemnification under Section 7.2 or a Partner Indemnitee Section 7.3 (either, an the “Indemnified Party”) of notice of with respect to any pending or threatened matter, claim, demandinvestigation, action, suit, proceeding charge, complaint, demand, or investigation made other proceeding, whether pending or instituted by a Person threatened (other than another Indemnified Party any relating to a Tax matter, which will be governed by Section 5.7(f)) (a an “Third Party Action”), such that may give rise to a claim for indemnification under this Article VII, then the Indemnified Party shall, if a claim in respect thereof must promptly give notice of the Action to the Party from which such indemnification is to be made by such Indemnified Party against a Person providing indemnification pursuant to Sections 14.1 or 14.2 sought (the “Indemnifying Party”)) pursuant to Section 9.6; provided, give however, that the Indemnified Party’s failure to so notify the Indemnifying Party of any Action will not release the Indemnifying Party, in whole or in part, from its obligations under this Article VII, except to the extent (and solely to the extent) that the Indemnified Party’s failure to so notify actually prejudices the Indemnifying Party’s ability to defend against such Action. (b) The Indemnified Party may, at the sole expense and liability of the Indemnifying Party, exercise full control of the defense, compromise, or settlement of any such Action, unless, at any time within 20 days after the Indemnified Party has given notice thereof to the Indemnifying Party. The Party of the Action, the Indemnifying Party (i) delivers a written confirmation to such Indemnified Party that the indemnification provisions of Section 7.2 or Section 7.3 (as applicable) are applicable to such Action and that, subject to the other provisions of this Article VII, the Indemnifying Party must indemnify such Indemnified Party in respect of such Action pursuant to the terms of Section 7.2 or Section 7.3 (as applicable), (ii) notifies such Indemnified Party in writing of the Indemnifying Party’s intention to assume the defense thereof and thereafter conducts the defense actively and diligently, at its own expenseand (iii) retains legal counsel reasonably satisfactory to such Indemnified Party to conduct the defense of such Action. Notwithstanding anything to the contrary in the immediately preceding sentence, may elect the Indemnifying Party will not have any right to assume the defense of any such Third Party Action, if (1) such Action through its own counsel on behalf seeks an injunction or other equitable relief and not money damages only, or (2) the settlement or compromise of, or an adverse judgment with respect to, such Action is, in the good faith judgment of the Indemnified Party (with full right Party, likely to establish a precedent, custom or practice materially adverse to the continuing business interests or the reputation of subrogation to the Indemnified Party’s rights and defenses). . (c) The Indemnified Party and the Indemnifying Party must use their commercially reasonable best efforts to cooperate with the Party assuming the defense, compromise, or settlement of any such Action in accordance herewith in any manner that such Party reasonably may request. If the Indemnifying Party so assumes the defense of any such Action, the Indemnified Party will have the right to employ separate counsel in any such Third Party Action and to participate in (but not control) the defense defense, compromise, or settlement thereof; , but the fees and expenses of such counsel shall will be at the expense of such Indemnified Party unless (i) the Indemnifying Party has specifically agreed to pay such fees and expenses or (ii) the Indemnified Party unless the Indemnified Party shall have has been advised by its counsel that there may be one or more legal defenses from claims available to it which that are different from or additional to those available to the Indemnifying Party (in which case or that there may be a conflict of interest between the Indemnifying Party shall and the Indemnified Party in the conduct of the defense of such Action (in either of which cases the Indemnifying Party will not have the right to assume direct the defense defense, compromise, or settlement of such Third Party Action on behalf of the Indemnified Party); provided, and in any such case the reasonable fees and expenses of such separate counsel must be borne by the Indemnifying Party, it being understood and agreed, however, that the Indemnifying Party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, will not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to attorneys, plus the fees and expenses of one firm of Chilean counsel, at any local counsel) time for the Indemnified PartiesParty together with its Affiliates, and such fees shall be designated in writing by unless there is a conflict of interest between the Indemnified Parties. All fees Party and expenses for any such separate counsel shall be paid periodically as incurred. The an Affiliate thereof, in which case the Indemnifying Party shall will not be liable for the fees and expenses of more than an aggregate of two separate firms of attorneys, plus the fees and expenses of their separate Chilean counsel, at any settlement of any such Third Party Action effected without its consent unless the Indemnifying Party shall elect in writing not to assume the defense thereof or fails to prosecute diligently such defense and fails after written notice from time for the Indemnified Party to promptly remedy the same, in which case, the and its Affiliates. No Indemnified Party without waiving will settle or compromise or consent to entry of any rights judgment with respect to any such Action for which it is entitled to indemnification hereunder may defend such Third Party Action and enter into any good faith settlement thereof without the prior written consent from the Indemnifying Party. The Indemnifying Party shall not, without the prior written consent of the Indemnifying Party, unless the Indemnifying Party fails to assume control of such Action in the manner provided in Section 7.4(b). The Indemnifying Party must not, without the written consent of the Indemnified Party, effect any settlement settle or compromise or consent to entry of any judgment with respect to any such Third Party Action unless such settlement includes (1) in which any relief other than the payment of money damages is or may be sought against any Indemnified Party, or (2) that does not include as an unconditional term thereof the giving by the claimant, party conducting such investigation, plaintiff or petitioner to such Indemnified Party of a release from all liability with respect to such Action. (d) Notwithstanding anything to the contrary in Section 7.4(a), Section 7.4(b), or Section 7.4(c), Section 5.7(f) will govern the rights and obligations of the Indemnified Party from all Indemnified Losses that are Parties in respect of the subject of such Third Party Action. The Partners shall cooperate in any defense or settlement of any such Third Party Action and give each other reasonable access to all information relevant thereto. The Partners will similarly cooperate in the prosecution of any claim or lawsuit against any third party. If, after the Indemnifying Party elects to assume the defense of a Third Party Action, it is determined pursuant to the Dispute Resolution procedures described in Section 15.8 that the Indemnified Party is not entitled to indemnification with respect thereto, the Indemnifying Party shall discontinue the defense thereof, and if any fees or expenses for separate counsel to represent the Indemnified Party were paid by the Indemnifying Party, the Indemnified Party shall promptly reimburse the Indemnifying Party for the full amount thereofTax matters specified therein.

Defense of Action. Promptly after receipt by a Partnership Indemnitee (a) Any party seeking indemnification under Section 8.1 or a Partner Indemnitee (either, an “Indemnified Party”) of 8.2 hereof will give the party from whom such indemnification is sought prompt notice of any pending or threatened third party claim, demandinvestigation, action, suitsuit or proceeding with respect to which such indemnification is sought. In the case of any such third party claim, such party (the "Indemnified Party") shall be entitled, at the sole expense and liability of the party from whom indemnification is sought (the "Indemnifying Party"), to exercise full control of the defense, compromise or settlement of any third party claim, investigation, action, suit or proceeding or investigation made or instituted unless the Indemnifying Party within a reasonable time after the giving of such notice by a Person other than another the Indemnified Party shall: (a) deliver a “Third Party Action”), written confirmation to such Indemnified Party shallthat the indemnification provisions of Section 8.1 or 8.2 (as the case may be) are applicable to such claim, if a claim in respect thereof is to be made by investigation, action, suit or proceeding and that the Indemnifying Party will indemnify such Indemnified Party against a Person providing indemnification in respect of such claim, action or proceeding pursuant to Sections 14.1 the terms of Section 8.1 or 14.2 8.2 (“Indemnifying Party”as the case may be), give notice thereof to (b) notify such Indemnified Party in writing of the Indemnifying Party. The Indemnifying Party, at its own expense, may elect 's intention to assume the defense thereof, and (c) retain legal counsel reasonably satisfactory to such Indemnified Party to conduct the defense of such claim, investigation, action, suit or proceeding. (b) If the Indemnifying Party so assumes the defense of any such Third claim, investigation, action, suit or proceeding in accordance herewith, then such Indemnified Party Action through its own counsel on behalf shall cooperate with the Indemnifying Party in any manner that the Indemnifying Party reasonably may request in 39 connection with the defense, compromise or settlement thereof. If the Indemnifying Party so assumes the defense of any such claim, investigation, action, suit or proceeding, the Indemnified Party (with full shall have the right of subrogation to the Indemnified Party’s rights and defenses). The Indemnified Party may employ separate counsel in any such Third Party Action and to participate in (but not control) the defense defense, compromise, or settlement thereof; , but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) any relief other than the payment of money damages is sought against the Indemnified Party unless the or (iii) such Indemnified Party shall have been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party (Party, and in which any such case the Indemnifying Party shall not have the right to assume the defense of such Third Party Action on behalf of the Indemnified Party); provided, however, that the Indemnifying Party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for the Indemnified Parties, and such fees shall be designated in writing by the Indemnified Parties. All fees and expenses for any such separate counsel shall be paid periodically as incurred. The Indemnifying Party shall not be liable for any settlement of any such Third Party Action effected without its consent unless the Indemnifying Party shall elect in writing not to assume the defense thereof or fails to prosecute diligently such defense and fails after written notice from the Indemnified Party to promptly remedy the same, in which case, the Indemnified Party without waiving any rights to indemnification hereunder may defend such Third Party Action and enter into any good faith settlement thereof without the prior written consent from borne by the Indemnifying Party. The Indemnifying Party shall not, without the prior written consent of the such Indemnified Party, effect any settlement settle or compromise or consent to entry of any such Third Party Action unless such settlement includes an unconditional release of the Indemnified Party from all Indemnified Losses that are the subject of such Third Party Action. The Partners shall cooperate in any defense or settlement of judgment with respect to any such Third Party Action and give each claim, investigation, action, suit or proceeding (x) in which any relief other reasonable access than the payment of money damages is or may be sought against such Indemnified Party, (y) in which the amount of money damages contemplated to all information relevant thereto. The Partners will similarly cooperate be paid in the prosecution of connection with such settlement, compromise or judgment, exceeds any claim or lawsuit against any third party. If, after the Indemnifying Party elects to assume the defense of a Third Party Action, it is determined pursuant to the Dispute Resolution procedures described in Section 15.8 that the Indemnified Party is not entitled to indemnification with respect thereto, the Indemnifying Party shall discontinue the defense thereof, and if any fees or expenses for separate counsel to represent the Indemnified Party were paid by dollar limitations on the Indemnifying Party's obligations hereunder pursuant to Section 8.1 or 8.2 or (z) which does not include as an unconditional term thereof the giving by the claimant, the party conducting such investigation, plaintiff or petitioner to such Indemnified Party of a release from all liability with respect to such claim, action, suit or proceeding. (c) In the event that the indemnification provisions contained in this Article VIII and the indemnification provisions contained in Section 9.7 are both applicable or otherwise conflict with respect to any particular matter, then the indemnification provisions contained in Section 9.7 shall promptly reimburse the Indemnifying Party be controlling and shall apply for the full amount thereofall purposes as to such matters.

Defense of Action. Promptly after receipt by a Partnership Indemnitee or a Partner Indemnitee Party entitled ----------------- to indemnification pursuant to the Agreement (either, an “"Indemnified Party”") of notice of any pending or threatened claim, demand, action, suit, proceeding or investigation made or instituted by a Person other than another Indemnified Party (a “Third Party Action”), such Indemnified Party shall, if a claim in respect thereof is to be made by such Indemnified Party against a Person Party providing indemnification pursuant to Sections 14.1 or 14.2 the Agreement (“"Indemnifying Party”)") , give notice thereof to the Indemnifying Party. The Indemnifying Party, at its own expense, may elect to assume the defense of any such Third Party Action through its own counsel on behalf of the Indemnified Party (with full right of subrogation to the Indemnified Party’s 's rights and defenses). The Indemnified Party may employ separate counsel at its expense in any such Third Party Action and participate in the defense thereof; , but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party shall have been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case and the Indemnifying Party shall not have the right to assume the defense of at all times control such Third Party Action on behalf of the Indemnified Party); provided, however, that the Indemnifying Party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for the Indemnified Parties, and such fees shall be designated in writing by the Indemnified Partiesdefense. All fees and expenses for any such separate counsel shall be paid periodically as incurred. The Indemnifying Party shall not be liable for any settlement of any such Third Party Action effected without its consent unless the Indemnifying Party shall elect in writing not to assume the defense thereof or fails to prosecute diligently such defense and fails after written notice from the Indemnified Party to promptly remedy the same, in which case, the Indemnified Party without waiving any rights to indemnification hereunder may defend such Third Party Action and enter into any good faith settlement thereof without the prior written consent from the Indemnifying Party. The Indemnifying Party shall not, not without the prior written consent of the Indemnified Party, effect any settlement of any such Third Party Action unless such settlement includes (i)includes an unconditional release of the Indemnified Party from all Indemnified Losses liabilities that are the subject of such Third Party Action. The Partners shall cooperate in any defense or settlement of any such Third Party Action and give each other reasonable access to all information relevant thereto. The Partners will similarly cooperate in the prosecution of (ii) does not impose any claim or lawsuit against any third party. If, after the Indemnifying Party elects to assume the defense of a Third Party Action, it is determined pursuant to the Dispute Resolution procedures described in Section 15.8 that the Indemnified Party is not entitled to indemnification with respect thereto, the Indemnifying Party shall discontinue the defense thereof, and if any fees or expenses for separate counsel to represent the Indemnified Party were paid by the Indemnifying Party, the Indemnified Party shall promptly reimburse the Indemnifying Party for the full amount thereof.future obligations on the

Defense of Action. Promptly after receipt by a Partnership Indemnitee or a Partner Indemnitee (either, an “Any Indemnified Party”) of Party seeking indemnification under this Article shall give the Indemnifying Party from whom such indemnification is sought prompt notice of any pending or threatened third-party claim, demandinvestigation, action, suit, or proceeding or investigation made or instituted by a Person other than another Indemnified Party (a “Third Party Action”)with respect to which such indemnification is sought. In the case of any such third-party claim, such Indemnified Party shallshall be entitled, if at the sole expense and liability of the Indemnifying Party from whom indemnification is sought (the "Indemnifying Party"), to exercise full control of the defense, compromise or settlement of any third-party claim, investigation, action, suit or proceeding unless the Indemnifying Party within 10 Business Days after the giving of such notice by the Indemnified Party shall (i) deliver a claim in respect thereof is written confirmation to be made by such Indemnified Party against a Person providing that the indemnification provisions of this Article are applicable to such claim, investigation, action, suit, or proceeding and that the Indemnifying Party shall indemnify such Indemnified Party in respect of such claim, investigation, action, suit, or proceeding pursuant to Sections 14.1 or 14.2 the terms of Section 10.2, (“Indemnifying Party”), give notice thereof to ii) notify such Indemnified Party in writing of the Indemnifying Party. The Indemnifying Party, at its own expense, may elect 's intention to assume the defense thereof, and (iii) retain legal counsel reasonably satisfactory to such Indemnified Party to conduct the defense of such claim, investigation, action, suit or proceeding. If the Indemnifying Party so assumes the defense of any such Third claim, investigation, action, suit, or proceeding in accordance herewith, then such Indemnified Party Action through its own counsel on behalf shall cooperate with the Indemnifying Party in any manner that the Indemnifying Party reasonably may request in connection with the defense, compromise, or settlement thereof. If the Indemnifying Party so assumes the defense of any such claim, investigation, action, suit, or proceeding, the Indemnified Party (with full shall have the right of subrogation to the Indemnified Party’s rights and defenses). The Indemnified Party may employ separate counsel in any such Third Party Action and to participate in (but not control) the defense defense, compromise, or settlement thereof; , but the reasonable fees and expenses of such counsel shall be at the expense of the such Indemnified Party unless (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) any relief other than the payment of money damages is sought against such Indemnified Party, or (iii) such Indemnified Party shall have been advised by its counsel that there may be one or more legal defenses available to it which that are different from or additional to those available to the Indemnifying Party (Party, and in which any such case the Indemnifying Party shall not have the right to assume the defense of such Third Party Action on behalf of the Indemnified Party); provided, however, that the Indemnifying Party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for the Indemnified Parties, and such fees shall be designated in writing by the Indemnified Parties. All fees and expenses for any such separate counsel shall be paid periodically as incurred. The Indemnifying Party shall not be liable for any settlement of any such Third Party Action effected without its consent unless the Indemnifying Party shall elect in writing not to assume the defense thereof or fails to prosecute diligently such defense and fails after written notice from the Indemnified Party to promptly remedy the same, in which case, the Indemnified Party without waiving any rights to indemnification hereunder may defend such Third Party Action and enter into any good faith settlement thereof without the prior written consent from borne by the Indemnifying Party. The Indemnifying Party shall not, without the prior written consent of the such Indemnified Party, effect any settlement settle or compromise or consent to entry of any judgment with respect to any such Third claim, investigation, action, suit, or proceeding (i) in which any relief other than the payment of money damages is or may be sought against such Indemnified Party Action or (ii) that does not include as an unconditional term thereof the giving by the claimant, Person conducting such investigation, plaintiff, or petitioner to such Indemnified Party of a release from all liability with respect to such claim, investigation, action, suit, or proceeding (unless such settlement includes an unconditional release of the Indemnified Party from all Indemnified Losses that are the subject of claimant, Person, plaintiff, or petitioner is a governmental authority and refuses to grant such Third Party Action. The Partners shall cooperate in any defense or settlement of any such Third Party Action and give each other reasonable access to all information relevant thereto. The Partners will similarly cooperate in the prosecution of any claim or lawsuit against any third party. If, after the Indemnifying Party elects to assume the defense of a Third Party Action, it is determined pursuant to the Dispute Resolution procedures described in Section 15.8 that the Indemnified Party is not entitled to indemnification with respect thereto, the Indemnifying Party shall discontinue the defense thereof, and if any fees or expenses for separate counsel to represent the Indemnified Party were paid by the Indemnifying Party, the Indemnified Party shall promptly reimburse the Indemnifying Party for the full amount thereofrelease).

Defense of Action. Promptly after receipt by a Partnership Company Indemnitee or a Partner Member Indemnitee (either, an “Indemnified Party”) of notice of any pending or threatened claim, demand, action, suit, proceeding suit or investigation made or instituted by a Person other than another Indemnified Party (a “Third Party Action”), such Indemnified Party shall, if a claim in respect thereof is to be made by such Indemnified Party against a Person providing indemnification pursuant to Sections 14.1 6.1 or 14.2 6.2 (“Indemnifying Party”), give notice thereof to the Indemnifying Party. The Indemnifying Partyparty, at its own expense, may elect to assume the defense of any such Third Party Action through its own counsel on behalf of the Indemnified Party (with full right of subrogation to the Indemnified Party’s rights and defenses). The Indemnified Party may employ separate counsel in any such Third Party Action and participate in the defense thereof; but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party shall have been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to assume the defense of such Third Party Action on behalf of the Indemnified Party); provided, it being understood, however, that the Indemnifying Party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for the Indemnified Parties, and such fees shall be designated in writing by the Indemnified Parties. All fees and expenses for any such separate counsel shall be paid periodically as incurred. The Indemnifying Party shall not be liable for any settlement of any such Third Party Action effected without its consent unless the Indemnifying Party shall elect in writing not to assume the defense thereof or fails to prosecute diligently such defense and fails after written notice from the Indemnified Party to promptly remedy the same, in which case, the Indemnified Party without waiving any rights to indemnification hereunder may defend such Third Party Action and enter into any good faith settlement thereof without the prior written consent from the Indemnifying Party. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, effect any settlement of any such Third Party Action unless such settlement includes an unconditional release of the Indemnified Party from all Indemnified Losses Liabilities that are the subject of such Third Party Action. The Partners shall Members agree to cooperate in any defense or settlement of any such Third Party Action and to give each other reasonable access to all information relevant thereto. The Partners Members will similarly cooperate in the prosecution of any claim or lawsuit against any third party. If, after the Indemnifying Party elects to assume the defense of a Third Party Action, it is determined pursuant to the Dispute Resolution procedures described in Section 15.8 11.11 and Schedule 11.11 that the Indemnified Party is not entitled to indemnification with respect thereto, the Indemnifying Party shall discontinue the defense thereof, and if any fees or expenses for separate counsel to represent the Indemnified Party were paid by the Indemnifying Party, the Indemnified Party shall promptly reimburse the Indemnifying Party for the full amount thereof.

Defense of Action. Promptly after receipt by a Partnership Company Indemnitee or a Partner Member Indemnitee (either, either an “Indemnified Party”) of a notice of any pending or threatened claim, demand, demand action, suit, proceeding or investigation made or instituted by a Person other than another Indemnified Party (a “Third Party Action”), such Indemnified Party shall, if a claim in respect thereof is to be made by such Indemnified Party against a Person providing indemnification pursuant to Sections 14.1 6.1 or 14.2 6.2 (“Indemnifying Party”), give notice thereof to the Indemnifying Party. The Indemnifying Party, at its own expense, expense may elect to assume the defense of any such Third Party Action through its own counsel on behalf of the Indemnified Party (with full right of subrogation to the Indemnified Party’s rights and defenses). The Indemnified Party may employ separate counsel in any such Third Party Action and participate in the defense thereof; but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party shall have been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the this Indemnifying Party (in which case the Indemnifying Party shall not have the right to assume the defense of such Third Party Action on behalf of the Indemnified Party); provided, it being understood, however, that the Indemnifying Party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for the Indemnified Parties, and such fees shall be designated in writing by the Indemnified Parties. All fees and expenses for any such separate counsel shall be paid periodically as incurred. The Indemnifying Party shall not be liable for any settlement of any such Third Party Action effected without its consent unless the Indemnifying Party shall elect in writing not to assume the defense thereof or fails to prosecute diligently such defense and fails after written notice from the Indemnified Party to promptly remedy the same, in which case, the Indemnified Party without waiving any rights to indemnification hereunder may defend such Third Party Action and enter into any good faith settlement thereof without the prior written consent from the Indemnifying Party. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, effect any settlement of any such Third Party Action unless such settlement includes an unconditional release of the Indemnified Party from all Indemnified Losses Liabilities that are the subject of such Third Party Action. The Partners shall Members agree to cooperate in any defense or settlement of any such Third Party Action and to give each other reasonable access to all information relevant thereto. The Partners Members will similarly cooperate in the prosecution of any claim or lawsuit against any third party. If, after the Indemnifying Party elects to assume the defense of a Third Party Action, it is determined pursuant to the Dispute Resolution procedures described in Section 15.8 12.11 that the Indemnified Party is not entitled to indemnification with respect thereto, the Indemnifying Party shall discontinue the defense thereof, and if any fees or expenses for separate counsel to represent the Indemnified Party were paid by the Indemnifying Party, the Indemnified Party shall promptly reimburse the Indemnifying Party for the full amount thereof.

Defense of Action. Promptly after (a) Any Party seeking indemnification under Section 8.1 or 8.2 hereof will give the Party from whom such indemnification is sought (the “Indemnifying Party”) prompt (which shall not be later than ten Business Days following receipt by of written notice of such third party claim) notice of any third party claim, investigation, action, suit or proceeding with respect to which such indemnification is sought; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a Partnership Indemnitee or a Partner Indemnitee result of such failure (either, an except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which such notifying Party (the “Indemnified Party”) of notice of any pending or threatened claimfailed to give such notice). Thereafter, demand, action, suit, proceeding or investigation made or instituted by a Person other than another the Indemnified Party (a “Third Party Action”), such Indemnified Party shall, if a claim in respect thereof is to be made by such Indemnified Party against a Person providing indemnification pursuant to Sections 14.1 or 14.2 (“Indemnifying Party”), give notice thereof shall deliver to the Indemnifying Party, within five business days’ time after the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the third party claim. The In the case of any such third party claim (other than a third party claim against OpenTV or any of its Subsidiaries), the Indemnified Party shall be entitled, at the sole expense and liability of the Indemnifying Party to exercise full control of the defense, compromise or settlement of any third party claim, investigation, action, suit or proceeding unless the Indemnifying Party within a reasonable time after the giving of such notice by the Indemnified Party shall: (a) deliver a written confirmation to such Indemnified Party that the indemnification provisions of Section 8.1 or 8.2 (as the case may be) are applicable to such claim, investigation, action, suit or proceeding and that the Indemnifying Party will indemnify such Indemnified Party in respect of such claim, action or proceeding pursuant to the terms of Section 8.1 or 8.2 (as the case may be), (b) notify such Indemnified Party in writing of the Indemnifying Party, at its own expense, may elect ’s intention to assume the defense thereof, and (c) retain legal counsel reasonably satisfactory to such Indemnified Party to conduct the defense of such claim, investigation, action, suit or proceeding. (b) If the Indemnifying Party so assumes the defense of any such Third claim, investigation, action, suit or proceeding in accordance herewith, then such Indemnified Party Action through its own counsel on behalf shall cooperate with the Indemnifying Party in any manner that the Indemnifying Party reasonably may request in connection with the defense, compromise or settlement thereof. If the Indemnifying Party so assumes the defense of any such claim, investigation, action, suit or proceeding, the Indemnified Party (with full shall have the right of subrogation to the Indemnified Party’s rights and defenses). The Indemnified Party may employ separate counsel in any such Third Party Action and to participate in (but not control) the defense defense, compromise, or settlement thereof; , but the fees and expenses of such counsel shall be at the expense of the such Indemnified Party unless (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) any relief other than the payment of money damages is sought against the Indemnified Party, or (iii) such Indemnified Party shall have been advised by its counsel that there may be one or more legal defenses available to it which that are different from or additional to those available to the Indemnifying Party or that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such action (in either of which case cases the Indemnifying Party shall not have the right to assume control the defense defense, compromise or settlement of such Third Party Action action on behalf of the Indemnified Party); provided, howeverand in any such case described in clauses (i), that the Indemnifying Party shall not(ii), in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for (iii) the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for the Indemnified Parties, and such fees shall be designated in writing by the Indemnified Parties. All fees and expenses for any such separate counsel shall be paid periodically as incurredborne by the Indemnifying Party. The No Indemnified Party shall settle or compromise or consent to entry of any judgment with respect to any such action for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party Party, which shall not be liable for any settlement of any such Third Party Action effected without its consent unreasonably withheld, unless the Indemnifying Party shall elect have failed, after reasonable notice thereof, to undertake control of such action in writing not the manner provided above in this Section 8.4 to assume the defense thereof or fails to prosecute diligently such defense and fails after written notice from the Indemnified Party to promptly remedy the same, in which case, the Indemnified Party without waiving any rights to indemnification hereunder may defend such Third Party Action and enter into any good faith settlement thereof without the prior written consent from extent the Indemnifying PartyParty was entitled to do so pursuant to Section 8.4. The Indemnifying Party shall not, without the prior written consent of the such Indemnified Party, effect any settlement settle or compromise or consent to entry of any such Third Party Action unless such settlement includes an unconditional release of the Indemnified Party from all Indemnified Losses that are the subject of such Third Party Action. The Partners shall cooperate in any defense or settlement of judgment with respect to any such Third Party Action and give each claim, investigation, action, suit or proceeding (x) in which any relief other reasonable access than the payment of money damages is or may be sought against such Indemnified Party, (y) in which the amount of money damages contemplated to all information relevant thereto. The Partners will similarly cooperate be paid in the prosecution of connection with such settlement, compromise or judgment, exceeds any claim or lawsuit against any third party. If, after the Indemnifying Party elects to assume the defense of a Third Party Action, it is determined pursuant to the Dispute Resolution procedures described in Section 15.8 that the Indemnified Party is not entitled to indemnification with respect thereto, the Indemnifying Party shall discontinue the defense thereof, and if any fees or expenses for separate counsel to represent the Indemnified Party were paid by dollar limitations on the Indemnifying Party’s obligations hereunder pursuant to Section 8.1 or 8.2, or (z) that does not include as an unconditional term thereof the giving by the claimant, party conducting such investigation, plaintiff or petitioner to such Indemnified Party shall promptly reimburse the Indemnifying Party for the full amount thereofof a release from all liability with respect to such claim, action, suit or proceeding.

Defense of Action. Promptly after (a) Any Party seeking indemnification under Section 8.1 or 8.2 hereof will give the Party from whom such indemnification is sought (the "INDEMNIFYING PARTY") prompt (which shall not be later than ten Business Days following receipt by a Partnership Indemnitee or a Partner Indemnitee (either, an “Indemnified Party”of written notice of such third party claim) of notice of any pending or threatened third party claim, demandinvestigation, action, suitsuit or proceeding with respect to which such indemnification is sought; PROVIDED, proceeding or investigation made or instituted by HOWEVER, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a Person other than another result of such failure (except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which such notifying Party (the "INDEMNIFIED PARTY") failed to give such notice). Thereafter, the Indemnified Party (a “Third Party Action”), such Indemnified Party shall, if a claim in respect thereof is to be made by such Indemnified Party against a Person providing indemnification pursuant to Sections 14.1 or 14.2 (“Indemnifying Party”), give notice thereof shall deliver to the Indemnifying Party, within five business days' time after the Indemnified Party's receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the third party claim. The In the case of any such third party claim (other than a third party Claim against OpenTV or any of its Subsidiaries), the Indemnified Party shall be entitled, at the sole expense and liability of the Indemnifying Party to exercise full control of the defense, compromise or settlement of any third party claim, investigation, action, suit or proceeding unless the Indemnifying Party within a reasonable time after the giving of such notice by the Indemnified Party shall: (a) deliver a written confirmation to such Indemnified Party that the indemnification provisions of Section 8.1 or 8.2 (as the case may be) are applicable to such claim, investigation, action, suit or proceeding and that the Indemnifying Party will indemnify such Indemnified Party in respect of such claim, action or proceeding pursuant to the terms of Section 8.1 or 8.2 (as the case may be), (b) notify such Indemnified Party in writing of the Indemnifying Party, at its own expense, may elect 's intention to assume the defense thereof, and (c) retain legal counsel reasonably satisfactory to such Indemnified Party to conduct the defense of such claim, investigation, action, suit or proceeding. (b) If the Indemnifying Party so assumes the defense of any such Third claim, investigation, action, suit or proceeding in accordance herewith, then such Indemnified Party Action through its own counsel on behalf shall cooperate with the Indemnifying Party in any manner that the Indemnifying Party reasonably may request in connection with the defense, compromise or settlement thereof. If the Indemnifying Party so assumes the defense of any such claim, investigation, action, suit or proceeding, the Indemnified Party (with full shall have the right of subrogation to the Indemnified Party’s rights and defenses). The Indemnified Party may employ separate counsel in any such Third Party Action and to participate in (but not control) the defense defense, compromise, or settlement thereof; , but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party has agreed to pay such fees and expenses, (ii) any relief other than the payment of money damages is sought against the Indemnified Party unless the or (iii) such Indemnified Party shall have been advised by its counsel that there may be one or more legal defenses available to it which that are different from or additional to those available to the Indemnifying Party or that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such Action (in either of which case cases the Indemnifying Party shall not have the right to assume control the defense defense, compromise or settlement of such Third Party Action action on behalf of the Indemnified Party); provided, howeverand in any such case described in clauses (i), that the Indemnifying Party shall not, in connection with any one action (ii) or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for (iii) the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for the Indemnified Parties, and such fees shall be designated in writing by the Indemnified Parties. All fees and expenses for any such separate counsel shall be paid periodically as incurredborne by the Indemnifying Party. The No Indemnified Party shall settle or compromise or consent to entry of any judgment with respect to any such Action for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party Party, which shall not be liable for any settlement of any such Third Party Action effected without its consent unreasonably withheld, unless the Indemnifying Party shall elect have failed, after reasonable notice thereof, to undertake control of such Action in writing not the manner provided above in this Section 8.3 to assume the defense thereof or fails to prosecute diligently such defense and fails after written notice from the Indemnified Party to promptly remedy the same, in which case, the Indemnified Party without waiving any rights to indemnification hereunder may defend such Third Party Action and enter into any good faith settlement thereof without the prior written consent from extent the Indemnifying PartyParty was entitled to do so pursuant to Section 8.3. The Indemnifying Party shall not, without the prior written consent of the such Indemnified Party, effect any settlement settle or compromise or consent to entry of any such Third Party Action unless such settlement includes an unconditional release of the Indemnified Party from all Indemnified Losses that are the subject of such Third Party Action. The Partners shall cooperate in any defense or settlement of judgment with respect to any such Third Party Action and give each claim, investigation, action, suit or proceeding (x) in which any relief other reasonable access than the payment of money damages is or may be sought against such Indemnified Party, (y) in which the amount of money damages contemplated to all information relevant thereto. The Partners will similarly cooperate be paid in the prosecution of connection with such settlement, compromise or judgment, exceeds any claim or lawsuit against any third party. If, after the Indemnifying Party elects to assume the defense of a Third Party Action, it is determined pursuant to the Dispute Resolution procedures described in Section 15.8 that the Indemnified Party is not entitled to indemnification with respect thereto, the Indemnifying Party shall discontinue the defense thereof, and if any fees or expenses for separate counsel to represent the Indemnified Party were paid by dollar limitations on the Indemnifying Party's obligations hereunder pursuant to Section 8.1 or 8.2 or (z) that does not include as an unconditional term thereof the giving by the claimant, the party conducting such investigation, plaintiff or petitioner to such Indemnified Party shall promptly reimburse the Indemnifying Party for the full amount thereofof a release from all liability with respect to such claim, action, suit or proceeding.

Defense of Action. Promptly after receipt by a Partnership Indemnitee (a) Any Person seeking indemnification under Section 15.2, 15.3 or a Partner Indemnitee 15.4 (either, an “Indemnified Party”the "INDEMNIFIED PARTY") of notice of with respect to any pending or threatened third party claim, demandinvestigation, action, suitsuit or proceeding (collectively, proceeding an "ACTION") shall promptly give notice of such Action to the party from which such indemnification is sought (the "INDEMNIFYING PARTY"). The Indemnified Party's failure to so notify the Indemnifying Party of any Action shall not release the Indemnifying Party, in whole or investigation made or instituted by a Person other than another in part, from its obligations to indemnify under this Article, except to the extent that the Indemnified Party's failure to so notify actually prejudices the Indemnifying Party's ability to defend against such Action. The Indemnified Party shall be entitled, at the sole expense and liability of the Indemnifying Party, to exercise full control of the defense, compromise or settlement of any such Action unless the Indemnifying Party, within a reasonable time after the giving of such notice by the Indemnified Party, shall (i) deliver a “Third Party Action”), written confirmation to such Indemnified Party shallthat the indemnification provisions of Section 15.2, if a claim in respect thereof is 15.3 or 15.4 (as the case may be) are applicable to be made by such Action and that, subject to the remaining provisions of this Article XV, the Indemnifying Party will indemnify such Indemnified Party against a Person providing indemnification in respect of such Action pursuant to Sections 14.1 the terms of Section 15.2, 15.3 or 14.2 15.4 (“Indemnifying Party”as the case may be), give notice thereof to (ii) notify such Indemnified Party in writing of the Indemnifying Party. The Indemnifying Party, at its own expense, may elect 's intention to assume the defense thereof, and (iii) retain legal counsel reasonably satisfactory to such Indemnified Party to conduct the defense of such Action. (b) The Indemnified Party and the Indemnifying Party shall cooperate with the party assuming the defense, compromise or settlement of any such Action in accordance herewith in any manner that such party reasonably may request. If the Indemnifying Party so assumes the defense of any such Third Party Action through its own counsel on behalf of Action, the Indemnified Party (with full shall have the right of subrogation to the Indemnified Party’s rights and defenses). The Indemnified Party may employ separate counsel in any such Third Party Action and to participate in (but not control) the defense defense, compromise, or settlement thereof; , but the fees and expenses of such counsel shall be at the expense of such Indemnified Party unless (i) the Indemnifying Party has specifically agreed to pay such fees and expenses, (ii) any relief other than the payment of money damages is sought against the Indemnified Party unless or (iii) the Indemnified Party shall have been advised by its counsel that there may be one or more legal defenses available to it which that are different from or additional to those available to the Indemnifying Party or that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such Action (in either of which case cases the Indemnifying Party shall not have the right to assume direct the defense defense, compromise or settlement of 76 such Third Party Action on behalf of the Indemnified Party); provided, and in any such case the reasonable fees and expenses of such separate counsel shall be borne by the Indemnifying Party, it being understood and agreed, however, that the Indemnifying Party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, not be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to at any local counsel) time for the Indemnified PartiesParty together with its Affiliates, and such fees unless there shall be designated in writing by a conflict of interest between the Indemnified Parties. All fees Party and expenses for any such separate counsel shall be paid periodically as incurred. The an Affiliate thereof, in which case the Indemnifying Party shall not be liable for the fees and expenses of more than an aggregate of two separate firms of attorneys at any settlement time for the Indemnified Party and its Affiliates. No Indemnified Party shall settle or compromise or consent to entry of any judgment with respect to any such Third Party Action effected for which it is entitled to indemnification hereunder without its the prior written consent of the Indemnifying Party, unless the Indemnifying Party shall elect have failed, after reasonable notice thereof, to undertake control of such Action in writing not to assume the defense thereof or fails to prosecute diligently such defense and fails after written notice from the Indemnified Party to promptly remedy the same, manner provided above in which case, the Indemnified Party without waiving any rights to indemnification hereunder may defend such Third Party Action and enter into any good faith settlement thereof without the prior written consent from the Indemnifying Partythis Section 15.5. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, effect any settlement settle or compromise or consent to entry of any judgment with respect to any such Third Party Action unless such settlement includes (x) in which any relief other than the payment of money damages is or may be sought against any Indemnified Party, or (y) that does not include as an unconditional release of term thereof the giving by the claimant, party conducting such investigation, plaintiff or petitioner to such Indemnified Party of a release from all Indemnified Losses that are the subject of such Third Party Action. The Partners shall cooperate in any defense or settlement of any such Third Party Action and give each other reasonable access to all information relevant thereto. The Partners will similarly cooperate in the prosecution of any claim or lawsuit against any third party. If, after the Indemnifying Party elects to assume the defense of a Third Party Action, it is determined pursuant to the Dispute Resolution procedures described in Section 15.8 that the Indemnified Party is not entitled to indemnification liability with respect theretoto such Action. (c) If the indemnification provisions contained in this Article XV and the indemnification provisions contained in Article XIII are both applicable with respect to any particular matter, then the Indemnifying Party indemnification provisions contained in Article XIII shall discontinue the defense thereof, be controlling and if any fees or expenses shall apply for separate counsel all purposes as to represent the Indemnified Party were paid by the Indemnifying Party, the Indemnified Party shall promptly reimburse the Indemnifying Party for the full amount thereofsuch matter.

Defense of Action. Promptly after receipt by a Partnership Company Indemnitee or a Partner Member Indemnitee (either, either an “Indemnified Party”) of a notice of any pending or threatened claim, demand, demand action, suit, proceeding or investigation made or instituted by a Person other than another Indemnified Party (a “Third Party Action”), such Indemnified Party shall, if a claim in respect thereof is to be made by such Indemnified Party against a Person providing indemnification pursuant to Sections 14.1 6.1 or 14.2 6.2 (“Indemnifying Party”), give notice thereof to the Indemnifying Party. The Indemnifying Party, at its own expense, Project Gator—2nd Amended LLC Agreement Final 21 expense may elect to assume the defense of any such Third Party Action through its own counsel on behalf of the Indemnified Party (with full right of subrogation to the Indemnified Party’s rights and defenses). The Indemnified Party may employ separate counsel in any such Third Party Action and participate in the defense thereof; but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party shall have been advised by its counsel that there may be one or more legal defenses available to it which are different from or additional to those available to the this Indemnifying Party (in which case the Indemnifying Party shall not have the right to assume the defense of such Third Party Action on behalf of the Indemnified Party); provided, it being understood, however, that the Indemnifying Party shall not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel) for the Indemnified Parties, and such fees shall be designated in writing by the Indemnified Parties. All fees and expenses for any such separate counsel shall be paid periodically as incurred. The Indemnifying Party shall not be liable for any settlement of any such Third Party Action effected without its consent unless the Indemnifying Party shall elect in writing not to assume the defense thereof or fails to prosecute diligently such defense and fails after written notice from the Indemnified Party to promptly remedy the same, in which case, the Indemnified Party without waiving any rights to indemnification hereunder may defend such Third Party Action and enter into any good faith settlement thereof without the prior written consent from the Indemnifying Party. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, effect any settlement of any such Third Party Action unless such settlement includes an unconditional release of the Indemnified Party from all Indemnified Losses Liabilities that are the subject of such Third Party Action. The Partners shall Members agree to cooperate in any defense or settlement of any such Third Party Action and to give each other reasonable access to all information relevant thereto. The Partners Members will similarly cooperate in the prosecution of any claim or lawsuit against any third party. If, after the Indemnifying Party elects to assume the defense of a Third Party Action, it is determined pursuant to the Dispute Resolution procedures described in Section 15.8 12.11 that the Indemnified Party is not entitled to indemnification with respect thereto, the Indemnifying Party shall discontinue the defense thereof, and if any fees or expenses for separate counsel to represent the Indemnified Party were paid by the Indemnifying Party, the Indemnified Party shall promptly reimburse the Indemnifying Party for the full amount thereof.