Common use of Defense of Actions Clause in Contracts

Defense of Actions. In any case in which any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delay, in any such event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld). The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified party).

Defense of Actions. In any case in which any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, party or (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delay, in any such either event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld). The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified party).

Defense of Actions. In any case in which any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, thereof the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delay, in any such which event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld)consent. The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail diligently to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified party).

Defense of Actions. In any case in which any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, thereof the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delay, in any such which event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld)consent. The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified party).

Defense of Actions. In any case in which any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate litigate, and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision supervision, and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which that are different from or in addition to the defenses available to such indemnifying party, (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation or if a conflict or potential conflict of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delayinterest exists, in any such either of which event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent, which consent (such consent shall not to be unreasonably withheld), conditioned or delayed. The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail diligently to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that conditioned or delayed). The indemnifying party shall not, without the prior written consent of an indemnified party (which consent shall not be deemed unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened proceedings in respect of which indemnity has been sought hereunder by such indemnified party unless (i) such settlement includes an unconditional release of such indemnified party in form and substance satisfactory to be unreasonable in withholding its consent if the proposed settlement imposes any obligation such indemnified party from all liability on the claims that are the subject matter of such proceedings and (ii) such settlement does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party).

Defense of Actions. In any case in which any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will shall be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will shall not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delay, in any such which event the indemnified party shall be promptly reimbursed by the indemnifying party for the reasonable expenses incurred in connection with retaining one separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld)consent. The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed unless such settlement imposes any obligation on contains a full and unconditional release of the indemnified party).

Defense of Actions. In any case in which any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will shall be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which that are different from or in addition to the defenses available to such indemnifying party, party or (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delay, in any such ). In either event the indemnified party shall be promptly reimbursed by the indemnifying party for the reasonable fees and expenses incurred in connection with retaining separate legal counsel); provided that, the indemnifying party shall not, in connection with any one such action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys for all the indemnified parties. An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld). The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence)consent. No matter shall be settled by an indemnifying party without the consent of the indemnified party (party, which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified party).

Defense of Actions. In any case in which any such action is brought against any indemnified party, party and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate litigate, and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision supervision, and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which that are different from or in addition to the defenses available to such indemnifying party, (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation or if a conflict or potential conflict of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delayinterest exists, in any such either of which event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent, which consent (such consent shall not to be unreasonably withheld), conditioned or delayed. The indemnifying party shall lose its right to defend, contest, litigate litigate, and settle a matter if it shall fail diligently to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that conditioned or delayed). The indemnifying party shall not, without the prior written consent of an indemnified party (which consent shall not be deemed unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened proceedings in respect of which indemnity has been sought hereunder by such indemnified party unless (i) such settlement includes an unconditional release of such indemnified party in form and substance satisfactory to be unreasonable in withholding its consent if the proposed settlement imposes any obligation such indemnified party from all liability on the claims that are the subject matter of such proceedings and (ii) such settlement does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party).

Defense of Actions. In any case in which any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, party or (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delay, in any such either event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim Action effected without its consent (such consent not to be unreasonably withheld)consent. The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Action in respect of which any indemnified party (is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Action. Any Losses for which consent an indemnified party is entitled to indemnification or contribution under this Article VII shall not be unreasonably withheld, it being understood that paid by the indemnifying party to the indemnified party as such Losses are incurred. The indemnity and contribution agreements contained in this Article VII shall not be deemed remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any indemnified party, the Company, its directors or officers, or any person controlling the Company, and (ii) any termination of this Agreement. The parties hereto shall, and shall cause their respective Subsidiaries or Controlled Affiliates to, cooperate with each other in a reasonable manner with respect to be unreasonable access to unprivileged information and similar matters in withholding its consent if connection with any Action. The provisions of this Article VII are for the proposed settlement imposes any obligation on benefit of, and are intended to create third party beneficiary rights in favor of, each of the indemnified party)parties referred to herein.

Defense of Actions. In any case in which any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, party or (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delay, in any such either event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld). The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement (i) does not include an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action or claim, (ii) includes any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of an indemnified party, or (iii) imposes any obligation on the indemnified party).

Defense of Actions. In any case in which any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will shall be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which that are different from or in addition to the defenses available to such indemnifying party, party or (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delay, in any such either event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld)consent. The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (party, which consent shall not be unreasonably withheld, withheld (it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified partyparty other than the payment of money).

Defense of Actions. In any case in which any such action is brought against any indemnified party, party and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate litigate, and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision supervision, and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which that are different from or in addition to the defenses available to such indemnifying party, (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delay, in any such which event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld)consent. The indemnifying party shall lose its right to defend, contest, litigate litigate, and settle a matter if it shall fail diligently to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified party).

Defense of Actions. In Each party (“indemnifying party”) shall be solely responsible, at their expense, for litigating, defending or otherwise attempting to resolve any case in Proceeding against which any other party is indemnified under this Article 12 (“indemnified party”), except that: (i) the indemnified party shall have the right to participate in the defense of any such action is brought proceeding at its expense and through counsel of its choice; (ii) indemnified party may at its option, defend or otherwise attempt to resolve, any Proceeding against which any indemnified party, and it notifies an indemnifying party of the commencement thereof, is indemnified under this Article 12 if the indemnifying party will be entitled does not promptly and diligently defend or otherwise attempt to participate therein, and, to the extent that it may wish, jointly with resolve any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such proceeding or if such indemnified party, and after notice from in good faith, believes that the defense or resolution of such proceeding might adversely affect its relations with a patient, customer or supplier, in which event indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not (so long as it shall continue to have be obligated to indemnify the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision such Proceedings; and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) the indemnifying party shall have failed within not agree to any settlement without the indemnified party’s express prior written consent; provided that if indemnified party rejects a reasonable period of time monetary settlement proposed in writing by indemnifying party, indemnifying party may elect to assume pay such defense and amount to the indemnified party is or is reasonably likely and, upon doing so, shall be relieved of all further obligations to be prejudiced by such delay, in any such event the defend and indemnify indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not respect to be unreasonably withheld). The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified party)matter.

Defense of Actions. In any case in which any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, party or (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delay, in any such either event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld). The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified party).

Defense of Actions. In any case in which any such action is brought against any indemnified partyThe Indemnified Party shall permit the Indemnifying Party, at the Indemnifying Party’s option and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notifiedexpense, to assume the complete defense of any Claim based on any action, suit, proceeding, claim, demand or assessment by any third party with full authority to conduct such defense and to settle or otherwise dispose of the same and the Indemnified Party will fully cooperate in such defense; provided the Indemnifying Party will not, in defense of any such action, suit, proceeding, claim, demand or assessment, except with the consent of the Indemnified Party (which consent will not be unreasonably withheld), consent to the entry of any judgment or enter into any settlement which provides for any relief other than the payment by the Indemnifying Party of monetary damages and which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof, with counsel reasonably satisfactory . After notice to such indemnified party, and after notice from the indemnifying party to such indemnified party Indemnified Party of its the Indemnifying Party’s election so to assume the defense thereofof such action, suit, proceeding, claim, demand or assessment, the indemnifying party will not (so long as it Indemnifying Party shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to the Indemnified Party for such indemnified party hereunder for any legal or other expense expenses subsequently incurred by such indemnified party the Indemnified Party in connection with the defense thereof other than reasonable costs at the request of investigationthe Indemnifying Party. As to those actions, supervision suits, proceedings, claims, demands or assessments with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense, at its cost and monitoring (unless (i) such indemnified party reasonably objects expense, and will consult with the Indemnifying Party prior to such assumption on settling or otherwise disposing of any of the grounds that there may be defenses available to it which are different from or in addition same. Notwithstanding anything to the defenses available contrary herein, with respect to any Claim asserted by a governmental entity relating to Taxes, the Indemnifying Party shall be entitled to participate in the defense, but the Indemnified Party shall control such indemnifying party, (ii) counsel to defense. The Indemnified Party will not settle any such Claim without the indemnifying party has informed the indemnifying party that the joint representation prior consent of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conductIndemnifying Party, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delay, in any such event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld). The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified party).

Defense of Actions. In any case in which any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, party or (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such unreasonable delay, in any such either event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld)consent. The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified party).

Defense of Actions. In connection with any case in which claim giving rise to indemnity hereunder resulting from or arising out of any such action claim or legal proceeding by a person who is brought against any indemnified party, and it notifies an indemnifying not a party of the commencement thereofto this Agreement, the indemnifying party will be entitled party, at its sole cost and expense, may, upon written notice to participate thereinthe Indemnified Party, andassume the defense of such claim or legal proceeding, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party admits in writing its liability to such indemnified party of its election so the Indemnified Party with respect to assume the defense all material elements thereof, . If the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with assumes the defense thereof other than reasonable costs of investigationany such claim or legal proceeding, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation obligations of the indemnifying party hereunder as to such claim or legal proceeding shall be limited to taking all steps necessary in the defense or settlement thereof and one or more indemnified parties could be inappropriate under applicable standards of professional conductto holding the Indemnified Party harmless from and against any losses, damages, expenses, or liability caused by or arising out of any settlement approved by the indemnifying party or any judgment in connection with such claim or legal proceeding; provided that (iiii) the indemnifying party shall have failed within a reasonable period permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party, provided that the fees and expenses of time to assume such defense and the indemnified party is or is reasonably likely to counsel shall not be prejudiced by such delay, in any such event the indemnified party shall be promptly reimbursed borne by the indemnifying party for party, and (ii) the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for settle any settlement indemnifiable claim without the Indemnified Party's consent. Each Indemnified Party agrees that it will cooperate with the indemnifying party in the defense of any such action, the defense of which is assumed by the indemnifying party. Except with the consent of the Indemnified Party, the indemnifying party shall not consent to the entry of any judgment arising from any such claim or legal proceeding which, in each case, does not include as an action unconditional term thereof the delivering by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect thereof, unless the indemnifying party has actually paid to the Indemnified Party the full amount of such judgment or settlement. If the indemnifying party does not assume the defense of any claim effected without its consent (or litigation, any Indemnified Party may defend against such consent claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to be unreasonably withheld)the indemnifying party, on such terms as the Indemnified Party may deem appropriate. The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to will promptly reimburse the extent settled Indemnified Party in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified party)provisions hereof.

Defense of Actions. In any case in which any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, party or (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delay, in any such either event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim Action effected without its consent (such consent not to be unreasonably withheld)consent. The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened Action in respect of which any indemnified party (is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such Action. Any Losses for which consent an indemnified party is entitled to indemnification or contribution under this Article VI shall not be unreasonably withheld, it being understood that paid by the indemnifying party to the indemnified party as such Losses are incurred. The indemnity and contribution agreements contained in this Article VI shall not be deemed remain operative and in full force and effect, regardless of (i) any investigation made by or on behalf of any indemnified party, the Company, its directors or officers, or any person controlling the Company, and (ii) any termination of this Agreement. The parties hereto shall, and shall cause their respective Subsidiaries or Controlled Affiliates to, cooperate with each other in a reasonable manner with respect to be unreasonable access to unprivileged information and similar matters in withholding its consent if connection with any Action. The provisions of this Article VI are for the proposed settlement imposes any obligation on benefit of, and are intended to create third party beneficiary rights in favor of, each of the indemnified party)parties referred to herein.

Defense of Actions. In any case in which any such action is brought against any indemnified partyThe Indemnified Party will permit the Indemnifying Party, at the Indemnifying Party’s option and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notifiedexpense, to assume the complete defense thereofof any Indemnification Claim based on any Action, suit, proceeding, claim, demand or assessment by any Third Party with counsel reasonably satisfactory full authority to conduct such indemnified partydefense and to settle or otherwise dispose of the same, and after the Indemnified Party will fully cooperate in such defense; provided the Indemnifying Party will not, in defense of any such action, suit, proceeding, claim, demand or assessment, except with the consent of the Indemnified Party (which consent will not be unreasonably withheld), consent to the entry of any judgment or enter into any settlement (a) which provides for any relief other than the payment of monetary damages and (b) which does not include as an unconditional term thereof the giving by the Third Party claimant to the Indemnified Party of a release from all liability in respect thereof. After notice from to the indemnifying party to such indemnified party Indemnified Party of its the Indemnifying Party’s election so to assume the defense thereofof such action, suit, proceeding, claim, demand or assessment, the indemnifying party Indemnifying Party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to the Indemnified Party only for such indemnified party hereunder for any legal or other expense expenses subsequently incurred by such indemnified party the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on at the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation request of the indemnifying party and one Indemnifying Party. As to those Third Party actions, suits, proceedings, claims, demands or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) assessments with respect to which the indemnifying party shall have failed within a reasonable period of time Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense defense, at its cost and expense, and will consult with the indemnified party is Indemnifying Party prior to settling or is reasonably likely to be prejudiced by such delayotherwise disposing of any of the same. The Indemnified Party will not settle any Indemnification Claim without the prior consent of the Indemnifying Party, in any such event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld). The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified party).

Defense of Actions. In any case in which any such action is brought against any indemnified party, party and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate litigate, and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision supervision, and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which that are different from or in addition to the defenses available to such indemnifying party, (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation or if a conflict or potential conflict of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delayinterest exists, in any such either of which event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent, which consent (such consent shall not to be unreasonably withheld), conditioned or delayed. The indemnifying party shall lose its right to defend, contest, litigate litigate, and settle a matter if it shall fail diligently to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified partyconditioned or delayed).

Defense of Actions. In any case in which any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, party or (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delay, in any such either event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld). The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement (i) does not include an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action or claim, (ii) includes any statement as to, or any admission of, fault, culpability or a failure to act by or on behalf of an indemnified party, or (iii) imposes any material obligation on the indemnified party).

Defense of Actions. In connection with any case in which claim giving rise to indemnity hereunder resulting from or arising out of any such action claim or legal proceeding by a person who is brought against any indemnified party, and it notifies an indemnifying not a party of the commencement thereofto this Agreement, the indemnifying party will be entitled party, at its sole cost and expense, may, upon written notice to participate thereinthe Indemnified Party, andassume the defense of such claim or legal proceeding, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party admits in writing its liability to the Indemnified Party with respect to all material elements thereof. If the indemnifying party assumes the defense of any such claim or legal proceeding, the obligations of the indemnifying party hereunder as to such indemnified party of its election so claim or legal proceeding shall be limited to assume taking all steps necessary in the defense thereofor settlement thereof and to holding the Indemnified Party harmless from and against any losses, damages, expenses, or liability caused by or arising out of any settlement approved by the indemnifying party or any judgment in connection with such claim or legal proceeding. Each Indemnified Party agrees that it will cooperate with the indemnifying party in the defense of any such action, the defense of which is assumed by the indemnifying party. Except with the consent of the Indemnified Party, the indemnifying party will shall not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition consent to the defenses available entry of any judgment arising from any such claim or legal proceeding which, in each case, does not include as an unconditional term thereof the delivering by the claimant or the plaintiff to such indemnifying partythe Indemnified Party of a release from all liability in respect thereof, (ii) counsel to unless the indemnifying party has informed actually paid to the Indemnified Party the full amount of such judgment or settlement. If the indemnifying party that does not assume the joint representation defense of any claim or litigation, any Indemnified Party may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) same to the indemnifying party shall have failed within a reasonable period of time to assume party, on such defense and terms as the indemnified party is or is reasonably likely to be prejudiced by such delay, in any such event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld)Indemnified Party may deem appropriate. The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to will promptly reimburse the extent settled Indemnified Party in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified party)provisions hereof.

Defense of Actions. In any case in which any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, thereof the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delay, in any such which event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such which consent shall not to be unreasonably withheld, conditioned or delayed). The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail diligently to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified partyconditioned or delayed).

Defense of Actions. In any case in which any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, party or (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delay, in any such either event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld)consent. The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified partyparty other than the payment of money).

Defense of Actions. In any case in which any such action is brought against any indemnified party, party and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate litigate, and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision supervision, and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which that are different from or in addition to the defenses available to such indemnifying party, (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation or if a conflict or potential conflict of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delayinterest exists, in any such either of which event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent, which consent (such consent shall not to be unreasonably withheld), conditioned or delayed. The indemnifying party shall lose its right to defend, contest, litigate litigate, and settle a matter if it shall fail diligently to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an The indemnifying party shall not, without the prior written consent of the an indemnified party (which consent shall not be unreasonably withheld, it being understood that the conditioned or delayed), effect any settlement of any pending or threatened proceedings in respect of which indemnity has been sought hereunder by such indemnified party shall not be deemed unless (i) such settlement includes an unconditional release of such indemnified party in form and substance satisfactory to be unreasonable in withholding its consent if the proposed settlement imposes any obligation such indemnified party from all liability on the claims that are the subject matter of such proceedings and (ii) such settlement does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party).

Defense of Actions. In any case in which any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, thereof the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate litigate, and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which that are different from or in addition to the defenses available to such indemnifying party, (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delay, in any such which event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld)consent. The indemnifying party shall lose its right to defend, contest, litigate litigate, and settle a matter if it shall fail diligently to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified party).

Defense of Actions. In any case in which any such action is brought against any indemnified party, party and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate litigate, and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision supervision, and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which that are different from or in addition to the defenses available to such indemnifying party, (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation or if a conflict or potential conflict of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delayinterest exists, in any such either of which event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining one separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent, which consent (such consent shall not to be unreasonably withheld), conditioned or delayed. The indemnifying party shall lose its right to defend, contest, litigate litigate, and settle a matter if it shall fail diligently to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified partyconditioned or delayed).

Defense of Actions. In any case in which any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects presents a written legal opinion of counsel to such assumption on the grounds effect that there may be are defenses available to it the indemnified party which are different from or in addition to the defenses available to such indemnifying party, (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delay, in any such which event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel; provided that the indemnifying party shall not be obligated to reimburse the indemnified parties for the fees and expenses of more than one counsel for all indemnified parties who do not have different or additional defenses among themselves). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld)consent. The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified party).

Defense of Actions. In any case in which any such action is brought against any indemnified partyThe Indemnified Party shall permit the Indemnifying Party, at the Indemnifying Party’s option and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notifiedexpense, to assume the complete defense of any Claim based on any action, suit, proceeding, claim, demand or assessment by any third party (a “Third-Party Claim”) with full authority to conduct such defense and to settle or otherwise dispose of the same and the Indemnified Party will fully cooperate in such defense at the Indemnified Party’s cost and expense; provided the Indemnifying Party will not, in defense of any Third-Party Claim, except with the consent of the Indemnified Party (which consent will not be unreasonably withheld), consent to the entry of any Judgment or enter into any settlement (a) which provides for any relief other than the payment of monetary damages and/or (b) which does not include as an unconditional term thereof the giving by the third-party claimant to the Indemnified Party of a release from all liability in respect thereof; provided, with counsel reasonably satisfactory to such indemnified party, and after notice from further the indemnifying party to such indemnified party of its election so Indemnifying Party shall not be entitled to assume or maintain control of the defense thereof, of any Third Party Claim and shall pay the indemnifying party will not fees and expenses of counsel retained by the Indemnified Party if (so long as it shall continue i) the Third Party Claim relates to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party arises in connection with the defense thereof other than reasonable costs of any criminal proceeding, action, indictment, allegation or investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, (ii) counsel to the indemnifying party has informed Third Party Claim seeks an injunction or equitable relief against the indemnifying party that the joint representation Indemnified Party or any of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, its Affiliates or (iii) the indemnifying party shall have failed within a reasonable period Third Party Claim seeks monetary damages and the sum of time the amount of the monetary damages is greater than twice the maximum amount from which the Indemnifying Party is required to indemnify the Indemnified Party. As to those Third-Party Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense defense, at its cost and expense. Notwithstanding anything to the indemnified party is or is reasonably likely contrary herein, with respect to be prejudiced any Claim asserted by such delaya Governmental Entity relating to Taxes, in any such event the indemnified party Indemnifying Party shall be promptly reimbursed by entitled to participate in the indemnifying party for defense thereof, but the expenses incurred in connection with retaining separate legal counsel). An indemnifying party Indemnified Party shall not be liable for any settlement of an action or claim effected without its consent (control such consent not to be unreasonably withheld)defense. The indemnifying party shall lose its right to defend, contest, litigate and Indemnified Party will not settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party any Claim without the prior consent of the indemnified party Indemnifying Party (which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified partyconditioned or delayed).

Defense of Actions. In any case in which any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate litigate, and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision supervision, and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which that are different from or in addition to the defenses available to such indemnifying party, (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation or if a conflict or potential conflict of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delayinterest exists, in any such either of which event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent, which consent (such consent shall not to be unreasonably withheld), conditioned or delayed. The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail diligently to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that conditioned or delayed). The indemnifying party shall not, without the prior written consent of an indemnified party (which consent shall not be deemed unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened proceedings in respect of which indemnity has been sought hereunder by such indemnified party unless (i) such settlement includes an unconditional release of such indemnified party in form and substance satisfactory to be unreasonable in withholding its consent if the proposed settlement imposes any obligation such indemnified party from all liability on the claims that are the subject matter of such proceedings and (ii) such settlement does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Jointly Indemnifiable Claims. Given that an Indemnified Person may be entitled to indemnification (a "Jointly Indemnifiable Claim") from both the Company, pursuant to this Agreement, and from any other Person, whether pursuant to applicable law, any indemnification agreement, the organizational documents of such Person or otherwise (the "Indemnitee-Related Entities"), the Company acknowledges and agrees that the Company shall be fully and primarily responsible for the payment to the Indemnified Person in respect of indemnification and advancement of expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnified Person may have from the Indemnitee-Related Entities. Under no circumstance shall the Company be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of recovery the Indemnified Person may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of the Indemnified Person or the obligations of the Company hereunder. In the event that any of the Indemnitee-Related Entities shall make any payment to the Indemnified Person in respect of indemnification or advancement of expenses with respect to any Jointly Indemnifiable Claim, the Indemnitee-Related Entity making such payment shall be subrogated to the extent of such payment to all of the rights of recovery of the Indemnified Person against the Company, and the Indemnified Person shall execute all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 2.09(e), entitled to enforce this Section 2.09(e) against the Company as though each such Indemnitee-Related Entity were a party to this Agreement.

Defense of Actions. In (a) Except with respect to any case Scheduled Claim, in which the event that the Indemnifying Parties acknowledge in writing a duty to defend with respect to such Action, the Indemnifying Parties shall have the right, at their expense, to control the defense of any such action is brought against any indemnified partyAction. If the Indemnifying Parties wish to control the defense of such Action, and it notifies an indemnifying party they shall deliver written notice thereof to the Indemnified Parties within sixty (60) days after receipt of the commencement thereofnotice described in Section 11.6. 1. After such notice, the indemnifying party will Indemnifying Parties shall engage independent internal or external legal counsel (and reasonably acceptable to the Indemnified Parties) to assume the defense of such Action; provided, however, that the Indemnified Party may also participate in such defense, at its own expense; and provided, further, that any Indemnifying Party shall not be entitled to participate thereinassume the defense or control of any Action if (i) the Indemnifying Party fails to acknowledge its duty to defend as set forth in the preceding sentence, and(ii) the Indemnified Party agrees, to the extent that it may wish, jointly with any other indemnifying party similarly notifiedin writing, to assume the defense thereofof such Action and forego any indemnity claimed under this Section 11, (iii) in the reasonable opinion of legal counsel for the Indemnified Party, such Action involves the potential imposition of a criminal liability on the Indemnified Party, its directors, officers, employees or agents, (iv) in the reasonable opinion of legal counsel for the Indemnified Party, an actual or potential conflict of interest exists where it is advisable for such Indemnified Party to be represented by separate legal counsel, or (v) with respect to Parent only, failure to stay the enforcement of such Action will result in the imminent risk of sale, forfeiture or loss of all or any material portion of the Assets or a material disruption in the operation of the acquired business. In the circumstances identified in the foregoing subsections 11.6.2(a)(i) through (v), the Indemnified Party shall be entitled to control and assume responsibility for the defense of such Action, at the cost and expense of the Indemnifying Party. The Indemnifying Party may, in any event, participate in such proceedings at its own cost and expense. (b) With respect to any Scheduled Claim, Shareholders shall have the right and obligation, at its expense, to control the defense of such Scheduled Claim. Parent also may participate in such defense, at its own expense. Shareholders shall have the right to select and engage internal or external legal counsel (which shall be reasonably satisfactory acceptable to such indemnified party, Parent if selected and engaged after notice from the indemnifying party to such indemnified party date of its election so this Agreement) to assume the defense thereofof such Scheduled Claim. From and after the Effective Date, the indemnifying party will not (so long as it cost of the defense of all Scheduled Claims and any claims that arise or are filed between the Effective Date and the Closing Date shall continue to be borne by the Parent provided, however, the cost of the defense of any claims that arise after the date of this Agreement, but before the Closing Date, shall be borne by Shareholders. 11.6.2.2. The Indemnifying Party, in the defense of any such Action, shall have the right in its sole discretion to defendsettle such Action only if (a) settlement involves only the payment of money and execution of appropriate releases of the Indemnified Party and its Affiliates, contestas the case may be, litigate (b) there is no finding or admission of any violation of Law or violation of the rights of any Person by the Indemnified Party or its Affiliates, as the case may be, and settle (c) the matter in question in accordance Indemnified Party or its Affiliates, as the case may be, will have no liability with this paragraph) be liable respect to such indemnified party hereunder for any legal compromise or other expense subsequently incurred by settlement. Otherwise, no such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delay, in any such event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld). The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter Action shall be settled by an indemnifying party or agreed to without the prior written consent of the indemnified party Indemnified Party (which consent shall not be unreasonably withheld, it being understood that delayed or conditioned). If the indemnified party Indemnified Party withholds, delays or conditions its consent in an unreasonable manner, the Indemnified Party shall not be deemed entitled to be unreasonable indemnification under this Section 11 for any Loss in withholding its consent if excess of the proposed settlement imposes amount for which the Action could reasonably have been compromised but for such withholding, delay or conditioning of consent. 11.6.2.3. Except with respect to any obligation Scheduled Claim, in the event that the Indemnifying Parties shall not agree in writing to assume the defense of such Action or in the event the Indemnified Party assumes control of such Action pursuant to Section 11.6.2, the Indemnified Parties may engage internal or external legal counsel acceptable to them to assume the defense and may contest, pay, settle or compromise any such Action on such terms and conditions reasonably acceptable to the indemnified party)Indemnified Parties. If the Indemnifying Parties are obligated to indemnify the Indemnified Parties in respect to such Action under this Agreement, the fees and expenses of such counsel retained by the Indemnified Parties shall constitute litigation expenses subject to indemnification under this Section 11. 11.6.2.4. In the defense of any Action, regardless of who is in control, the Indemnified Parties and the Indemnifying Parties shall fully cooperate in good faith in connection with such defense and shall cause their legal counsel, accountants and Affiliates to do so, and shall make available to the other party all relevant books, records, and information (in such Person’s control) during normal business hours, and shall furnish to each other, at the Indemnifying Party’s expense, such other assistance as the other party may reasonably require in connection with such defense.

Defense of Actions. In any case in which any such claim, action or proceeding (including any governmental investigation) is brought against any Person in respect of which indemnification may be sought pursuant to this Article V (an “indemnified party”), and it notifies the Person against whom such indemnity may be sought (an “indemnifying party”) of the commencement thereof (provided that that the failure or delay to give such notice shall not relieve the indemnifying party of its obligations pursuant to this Agreement except to the commencement thereofextent that it shall be determined by a court of competent jurisdiction that such indemnifying party has been materially prejudiced by such failure or delay), the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after . After notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnified party shall have the right, but not the obligation, to participate in any such defense and to retain its own counsel, but the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delay, in any such event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld, conditioned or delayed). The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, conditioned or delayed, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified party).

Defense of Actions. In any case in which any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delay, in any such which event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel; provided that the indemnifying party shall not be obligated to reimburse the indemnified parties for the fees and expenses of more than one counsel for all indemnified parties who do not have different or additional defenses among themselves). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld)consent. The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified party).

Defense of Actions. In connection with any case in which claim giving rise to indemnity hereunder resulting from or arising out of any such action claim or legal proceeding by a person who is brought against any indemnified party, and it notifies an indemnifying not a party of the commencement thereofto this Agreement, the indemnifying party will be entitled party, at its sole cost and expense, may, upon written notice to participate thereinthe Indemnified Party, andassume the defense of such claim or legal proceeding, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party admits in writing its liability to the Indemnified Party with respect to all material elements thereof. If the indemnifying party assumes the defense of any such claim or legal proceeding, the obligations of the indemnifying party hereunder as to such indemnified party of its election so claim or legal proceeding shall be limited to assume taking all steps necessary in the defense thereofor settlement thereof and to holding the Indemnified Party harmless from and against any losses, damages, expenses, or liability caused by or arising out of any settlement approved by the indemnifying party or any judgment in connection with such claim or legal proceeding. Each Indemnified Party agrees that it will cooperate with the indemnifying party in the defense of any such action, the defense of which is assumed by the indemnifying party. Except with the consent of the Indemnified Party, the indemnifying party will shall not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition consent to the defenses available entry of any judgment arising from any such claim or legal proceeding which, in each case, does not include as an unconditional term thereof the delivering by the claimant or the plaintiff to such indemnifying partythe Indemnified Party of a release from all liability in respect thereof, (ii) counsel to unless the indemnifying party has informed actually paid to the Indemnified Party the full amount of such judgment or settlement. If the indemnifying party that does not assume the joint representation defense of any claim or litigation, any Indemnified Party may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) same to the indemnifying party shall have failed within a reasonable period of time to assume party, on such defense and terms as the indemnified party is or is reasonably likely to be prejudiced by such delay, in any such event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld)Indemnified Party may deem appropriate. The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except will promptly reimburse the Indemnified Party by payment of cash or delivery to the extent settled Indemnified Party of a certified or official bank check in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent amount of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified party)indemnification liability.

Defense of Actions. In any case in which any such action is brought against any indemnified party, party and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate litigate, and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision supervision, and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which that are different from or in addition to the defenses available to such indemnifying party, (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation or if a conflict or potential conflict of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delayinterest exists, in any such either of which event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent, which consent (such consent shall not to be unreasonably withheld), conditioned or delayed. The indemnifying party shall lose its right to defend, contest, litigate litigate, and settle a matter if it shall fail diligently to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that conditioned or delayed). The indemnifying party shall not, without the prior written consent of an indemnified party (which consent shall not be deemed unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened proceedings in respect of which indemnity has been sought hereunder by such indemnified party unless (i) such settlement includes an unconditional release of such indemnified party in form and substance satisfactory to be unreasonable in withholding its consent if the proposed settlement imposes any obligation such indemnified party from all liability on the claims that are the subject matter of such proceedings and (ii) such settlement does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party. Jointly Indemnifiable Claims. Given that an Indemnified Person may be entitled to indemnification (a "Jointly Indemnifiable Claim") from both the Company, pursuant to this Agreement, and from any other Person, whether pursuant to applicable law, any indemnification agreement, the organizational documents of such Person or otherwise (the "Indemnitee-Related Entities")., the Company acknowledges and agrees that the Company shall be fully and primarily responsible for the payment to the Indemnified Person in respect of indemnification and advancement of expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this Agreement, irrespective of any right of recovery the Indemnified Person may have from the Indemnitee-Related Entities. Under no circumstance shall the Company be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities and no right of recovery the Indemnified Person may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of the Indemnified Person or the obligations of the Company hereunder. In the event that any of the Indemnitee-Related Entities shall make any payment to the Indemnified Person in respect of indemnification or advancement of expenses with respect to

Defense of Actions. In any case in which any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, therein and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate litigate, and settle the matter in question in accordance with this paragraph) 264168988 v4 be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision supervision, and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which that are different from or in addition to the defenses available to such indemnifying party, (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation or if a conflict or potential conflict of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delayinterest exists, in any such either of which event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent, which consent (such consent shall not to be unreasonably withheld), conditioned or delayed. The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail diligently to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that conditioned or delayed). The indemnifying party shall not, without the prior written consent of an indemnified party (which consent shall not be deemed unreasonably withheld, conditioned or delayed), effect any settlement of any pending or threatened proceedings in respect of which indemnity has been sought hereunder by such indemnified party unless (i) such settlement includes an unconditional release of such indemnified party in form and substance satisfactory to be unreasonable in withholding its consent if the proposed settlement imposes any obligation such indemnified party from all liability on the claims that are the subject matter of such proceedings and (ii) such settlement does not include any statement as to or any admission of fault, culpability or a failure to act by or on behalf of any indemnified party).

Defense of Actions. In The Indemnified Party shall permit the Indemnifying Party, at the Indemnifying Party’s option and expense, to assume the complete defense of any case Claim by any third party within thirty (30) calendar days of receipt of notice of such Claim by the Indemnifying Party, with full authority to conduct such defense, through counsel reasonably acceptable to the Indemnified Party at the expense of the Indemnifying Party, and to settle or otherwise dispose of the same and the Indemnified Party will reasonably cooperate in which such defense; provided that the Indemnifying Party will (a) permit the Indemnified Party to participate in such defense, settlement or disposal through counsel chosen by the Indemnified Party (provided that the fees and expenses of such counsel shall be paid by such Indemnified Party) and (b) not, in defense of any such action is brought against any indemnified partyClaim, and it notifies an indemnifying party except with the prior written consent of the commencement thereofIndemnified Party, consent to the entry of any Judgment or enter into any settlement (i) which provides for any relief other than the payment of monetary damages, (ii) which does not include as an unconditional term thereof the giving by the third-party claimant to the Indemnified Party of a release from all liability in respect thereof and/or (iii) which includes any admission of wrongdoing or misconduct by the Indemnified Party. If the Indemnifying Party elects to assume the defense of any third-party Claim, the indemnifying party Indemnifying Party shall not enter into any settlement of such Claim for the payment of monetary damages unless (A) the Indemnified Party consents in writing to such settlement or (B) the Indemnifying Party confirms in writing to the Indemnified Party that the Indemnifying Party will be entitled to participate therein, andresponsible for indemnifying the Indemnified Party for the Damages resulting from such Claim, to the extent that it may wish, jointly with any other indemnifying party similarly notified, provided in (and subject to the parameters of) this Article X. The Indemnifying Party shall not be entitled to assume the defense thereofof any third-party Claim without the consent of the Indemnified Party if such third-party Claim (x) seeks an injunction or other equitable or non-monetary relief against the Indemnified Party (other than equitable or non-monetary relief that is incidental to monetary damages as the primary relief sought) and not also against the Indemnifying Party or (y) is related to or otherwise arises in connection with any criminal matter, in which case the Indemnified Party shall allow the Indemnifying Party a reasonable opportunity to participate in such defense with its own counsel reasonably satisfactory to such indemnified party, and after notice from at its own expense. Notwithstanding an election by the indemnifying party to such indemnified party of its election so Indemnifying Party to assume the defense thereofof any third-party Claim, the indemnifying party will not (so long as it Indemnified Party shall continue to have the right to defendemploy one separate co-counsel and to participate in the defense in such action or proceeding, contestand the Indemnifying Party shall bear the reasonable fees, litigate costs and settle expenses of such separate counsel, if, based on advice from counsel, there exists any actual or potential conflict of interest between the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party Indemnified Party and the Indemnifying Party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation of the indemnifying third-party and one or more indemnified parties could be inappropriate under applicable standards of professional conductClaim. In any event, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense Indemnified Party and the indemnified Indemnifying Party and their respective counsel shall cooperate in the defense of any third-party is or is reasonably likely Claim subject to be prejudiced by such delay, in this Article X and keep each other informed of all significant developments relating to any such event third-party Claim, and provide copies of all relevant correspondence and documentation in each case relating thereto. In all circumstances, the indemnified party shall be promptly reimbursed by Indemnified Party will not settle any Claim without the indemnifying party for prior written consent of the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (Indemnifying Party, such consent not to be unreasonably withheld). The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified party).

Defense of Actions. In any case If the Indemnitor acknowledges in which any such action is brought writing its obligation to indemnify the Indemnitee hereunder against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, Damages that may result from such Third Party Claims (subject to the extent that it may wishlimitations set forth herein), jointly with any other indemnifying party similarly notifiedthen the Indemnitor shall be entitled, at its option, to assume and control the defense thereof, with of such Third Party Claim at its expense and through counsel reasonably satisfactory of its reasonable choice if it gives notice to the Indemnitee within twenty (20) calendar days of the receipt of notice of such indemnified party, and after notice Third Party Claim from the indemnifying party to such indemnified party Indemnitee of its election so intention to do so. If the Indemnitor elects to assume and control the defense thereofof any such Third Party Claim, the indemnifying party will not (so long as it Indemnitee shall continue to have the right to defendemploy separate counsel and to participate in (but not control) the defense, contestcompromise or settlement of the Third Party Claim, litigate but the fees and settle expenses of such counsel will be at the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with of the defense thereof other than reasonable costs of investigationIndemnitee, supervision and monitoring (unless (i) the Indemnitor has agreed to pay such indemnified party fees and expenses or (ii) there are one or more defenses reasonably objects to such assumption on the grounds that there may be defenses available to it the Indemnitee which are different from or in addition additional to those available to the defenses available Indemnitor and which can not be effectively raised by Indemnitor, and in any such case that portion of the fees and expenses of such separate counsel that are reasonably related to such indemnifying party, (ii) matters covered by the indemnification provided by this Article 14 will be paid by the Indemnitor. Expenses of counsel to the indemnifying party has informed Indemnitee shall be reimbursed on a current basis by the indemnifying party that Indemnitor if there is no dispute as to the joint representation obligation of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conductIndemnitor to pay such amounts pursuant to this Article 14. In the event the Indemnitor exercises its right to undertake the defense against any such Third Party Claim as provided above, or (iii) the indemnifying party Indemnitee shall have failed within a reasonable period of time to assume cooperate with the Indemnitor in such defense and make available to the indemnified party is Indemnitor, at the Indemnitor's expense (other than the compensation paid by Indemnitee or its Affiliates to employees), all witnesses, pertinent records, materials and information in its possession or under its control relating thereto as is reasonably likely to be prejudiced required by such delaythe Indemnitor. Similarly, in the event the Indemnitee is, directly or indirectly, conducting the defense against any such event Third Party Claim, the indemnified party Indemnitor shall be promptly reimbursed cooperate with the Indemnitee in such defense and make available to it, at the Indemnitor's expense (other than the compensation paid by Indemnitee or its affiliates to employees), all such witnesses, records, materials and information in its possession or under its control relating thereto as is reasonably required by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld). The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence)Indemnitee. No matter such Third Party Claim, except the settlement thereof which involves the payment of money only (by a party or parties other than the Indemnitee) and for which the Indemnitee is released by the third party claimant and is totally indemnified by the Indemnitor, may be settled by the Indemnitor without the written consent of the Indemnitee. No Third Party Claim which is being defended in good faith by the Indemnitor shall be settled by an indemnifying party the Indemnitee without the written consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified party)Indemnitor.

Defense of Actions. In any case in which any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delay, in any such event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld). The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified party).. Doc#: US1:11696926v9

Defense of Actions. In any case in which any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and (with counsel reasonably satisfactory to the indemnified party is or is reasonably likely to be prejudiced by such delayparty), in any such event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An No indemnifying party shall not be liable for any settlement of an action or claim any proceeding effected without its written consent, which consent (shall not be withheld unreasonably, but if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party to the extent provided elsewhere herein against any loss, claim, damage, liability or expense by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated by this Section 2.7, the indemnifying party agrees that it shall be liable for any settlement of any proceeding effected without its written consent if (i) such settlement is entered into more than (x) 60 days after receipt by such indemnifying party of the aforesaid request and (y) 30 days after receipt by such indemnifying party of the material terms of such settlement, and (ii) such indemnifying party shall not have reimbursed the indemnified party in accordance with such request prior to be unreasonably withheld)the date of such settlement. The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified party). No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of an indemnified party.

Defense of Actions. In (a) Promptly after receipt by a Party of any case claim or notice of the commencement of any action, administrative, or legal proceeding, or investigation as to which the indemnity provided for in which Section 10.6 may apply, the Indemnified Party shall notify the Indemnifying Party in writing of such fact. The Indemnifying Party shall assume the defense thereof with counsel designated by such Party and satisfactory to the Indemnified Party, provided, however, that if the defendants in any such action is brought against any indemnified party, include both the Indemnified Party and it notifies an indemnifying party of the commencement thereof, Indemnifying Party and the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel Indemnified Party shall have reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds concluded that there may be legal defenses available to it which are different from or in addition additional to, or inconsistent with, those available to the defenses available Indemnifying Party, the Indemnified Party shall have the right to select and be represented by separate counsel, at the Indemnifying Party’s expense, unless a liability insurer is willing to pay such indemnifying partycosts. (b) If the Indemnifying Party fails to assume the defense of a claim meriting indemnification, (ii) counsel to the indemnifying party has informed Indemnified Party may at the indemnifying party that the joint representation expense of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conductIndemnifying Party contest, settle, or (iii) the indemnifying party shall have failed within a reasonable period pay such claim, provided that settlement or full payment of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delay, in any such event the indemnified party shall claim may be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld). The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next made only following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party Indemnifying Party or, absent such consent, written opinion of the Indemnified Party’s counsel that such claim is meritorious or warrants settlement. (which consent shall not c) Except as otherwise provided in this Article X, in the event that a Party is obligated to indemnify and hold the other Party and its successors and assigns harmless under Section 10.6, the amount owing to the Indemnified Party will be unreasonably withheld, it being understood that the indemnified party shall not be deemed amount of the Indemnified Party’s damages net of any insurance proceeds received by the Indemnified Party following a reasonable effort by the Indemnified Party to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified party)obtain such insurance proceeds.

Defense of Actions. In If within thirty (30) days after receiving an Indemnification Notice from the Indemnified Party of any case in which Claim based on any such action is brought against Proceeding, demand or assessment by any indemnified party, and it notifies an indemnifying third party of (a “Third Party Claim”) the commencement thereof, the indemnifying party will be entitled to participate therein, and, Indemnifying Party gives written notice to the extent Indemnified Party that it may wishthe Indemnifying Party disputes and intends to defend against such Third Party Claim at the Indemnifying Party’s own cost and expense, jointly with any other indemnifying party similarly notifiedthen the Indemnified Party shall permit the Indemnifying Party, at the Indemnifying Party’s cost and expense, to assume the defense thereofof such Third Party Claim and to conduct such defense and to settle or otherwise dispose of the same, with counsel subject to the terms and provisions of this Section 8.6, and the Indemnified Party will reasonably satisfactory cooperate in such defense; provided, that the Indemnifying Party shall not be entitled to assume control of such defense or to settle such Third Party Claim (unless otherwise agreed to in writing by the Indemnified Party) if (a) the Indemnifying Party fails to provide written confirmation to the Indemnified Party, within thirty (30) days after receiving written notice of the Third Party Claim from the Indemnified Party, of the Indemnifying Party’s indemnification responsibility for all Losses related to such indemnified partyThird Party Claim; (b) the Third Party Claim relates to or arises in connection with any criminal or quasi criminal Proceeding; (c) the Third Party Claim, if successful, would set a precedent that would interfere with, or have an adverse effect on, the business, business relationships, financial condition or prospects of the Indemnified Party or involves a Material Customer or a Material Supplier; (d) the Third Party Claim at any time seeks an injunction or equitable relief against the Indemnified Party; (e) the Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Indemnifying Party and the Indemnified Party; (f) the Indemnifying Party failed or is failing to vigorously prosecute or defend such Third Party Claim; (g) the Third Party Claim is with respect to Taxes; or (h) the Indemnified Party reasonably believes that the Losses relating to the Third Party Claim would not exceed the Deductible or would exceed the maximum amount that such Indemnified Party could then be entitled to recover under the applicable provisions of this Article 8 (collectively, the “Defense Conditions”); provided, further, however, that if the Indemnifying Party fails to give the Indemnified Party written notice that it will to defend such Third Party Claim within thirty (30) days after receiving written notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofIndemnified Party, the indemnifying party Indemnified Party may assume its own defense of such Third Party Claim, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or incurred in connection therewith; provided, further, however, the Indemnified Party shall not (so long as it shall continue to have the right to defend, contest, litigate and compromise or settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delay, in any such event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld). The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party Third Party Claim without the consent of the indemnified party Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or delayed). The Indemnifying Party shall keep the Indemnified Party informed, on a reasonably current basis, of the status of any Third Party Claim for which it being understood has assumed the defense and shall furnish the Indemnified Party with such documents and information filed or delivered in connection with such claim, liability or expense as the Indemnified Party may reasonably request. The Indemnifying Party will not, in defense of any such Proceeding, demand or assessment, except with the prior written consent of the Indemnified Party, consent to the entry of any Judgment or enter into any settlement. Notwithstanding anything herein to the contrary, the Indemnified Party shall at all times have the right to fully participate in such defense at its own expense directly or through counsel and after written notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Third Party Claim; provided, however, that the indemnified party fees and expenses of separate counsel for the Indemnified Party shall not be deemed borne by the Indemnifying Party if (i) the Indemnifying Party has failed to assume the defense within the period provided herein or the Defense Conditions cease to be unreasonable in withholding its consent if satisfied for any reason, (ii) there exists a conflict between the proposed settlement imposes any obligation on interests of the indemnified party)Indemnifying Party and the Indemnified Party or (iii) a defense exists for the Indemnified Party which is not available to the Indemnifying Party.

Defense of Actions. In The Indemnified Party shall permit the Indemnifying Party, at the Indemnifying Party's option and expense, to assume the complete defense of any case Claim based on any action, suit, proceeding, claim, demand or assessment by any third party with full authority to conduct such defense and to settle or otherwise dispose of the same, and the Indemnified Party will fully cooperate in which such defense; provided that the Indemnifying Party will not, in defense of any such action is brought against any indemnified partyaction, and it notifies an indemnifying party suit, proceeding, claim, demand or assessment, except with the prior written consent of the commencement Indemnified Party (which consent will not be unreasonably withheld or delayed), consent to the entry of any judgment or enter into any settlement which - 42 - provides for any relief other than the payment of monetary Damages and which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party's election to assume the defense of such action, the indemnifying party will be entitled to participate thereinsuit, andproceeding, claim, demand or assessment, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from Indemnifying Party requests the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party Indemnified Party's assistance in connection with the defense thereof other than reasonable costs of investigationsuch action, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on suit, proceeding, claim, demand or assessment, the grounds that there may Indemnifying Party shall be defenses available to it which are different from or in addition liable to the defenses available Indemnified Party for such legal or other expenses subsequently incurred by the Indemnified Party. As to those actions, suits, proceedings, claims, demands or assessments with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such indemnifying partydefense, (ii) counsel at its cost and expense, and will consult with the Indemnifying Party prior to settling or otherwise disposing of any of the same. Notwithstanding anything to the indemnifying party has informed contrary herein, with respect to any Claim asserted by a governmental entity relating to Taxes, the indemnifying party that Indemnifying Party shall be entitled to participate in the joint representation defense, but the Indemnified Party shall control such defense. The Indemnified Party will not settle any such Claim without the prior consent of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conductIndemnifying Party, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delay, in any such event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld). The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified party)withheld or delayed.

Defense of Actions. In any case in which any such action is brought against any indemnified partyThe Indemnified Party shall permit the Indemnifying Party, at the Indemnifying Party’s option and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notifiedexpense, to assume the complete defense of any Claim based on any action, suit, Proceeding, claim, demand or assessment by any third party with full authority to conduct such defense and to settle or otherwise dispose of the same and the Indemnified Party will fully cooperate in such defense; provided that the Indemnifying Party will not, in defense of any such action, suit, Proceeding, claim, demand or assessment, except with the consent of the Indemnified Party (which consent will not be unreasonably withheld, conditioned or delayed), consent to the entry of any Order or enter into any settlement (a) which provides for any relief other than the payment of monetary damages and/or (b) which does not include as an unconditional term thereof the giving by the third party claimant to the Indemnified Party of a release from all Liability in respect thereof, with counsel reasonably satisfactory . After notice to such indemnified party, and after notice from the indemnifying party to such indemnified party Indemnified Party of its the Indemnifying Party’s election so to assume the defense thereofof such action, suit, Proceeding, claim, demand or assessment, the indemnifying party will not (so long as it Indemnifying Party shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to the Indemnified Party only for such indemnified party hereunder for any legal or other expense expenses subsequently incurred by such indemnified party the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on at the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation written request of the indemnifying Indemnifying Party. As to those third party and one actions, suits, Proceedings, claims, demands or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) assessments with respect to which the indemnifying party shall have failed within a reasonable period of time Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense defense, at its cost and expense, and will consult with the indemnified party is Indemnifying Party prior to settling or is reasonably likely to be prejudiced by such delayotherwise disposing of any of the same. The Indemnified Party will not settle any Claim without the prior consent of the Indemnifying Party, in any such event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld), conditioned or delayed. The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent election of the indemnified party (which consent shall not be unreasonably withheld, it being understood that Indemnifying Party to assume the indemnified party shall defense or prosecution of a Claim will not be deemed an admission by the Indemnifying Party that the claims made in the Claim are within the scope of or subject to indemnification under this Agreement. The parties shall cooperate in the defense or prosecution of any third party Claim, with such cooperation to include (x) the retention and, upon the Indemnifying Party’s request, the provision to the Indemnifying Party of records and information that are reasonably relevant to such third party Claim, and (y) the making available of employees on a mutually convenient basis for providing additional information and explanation of any material provided hereunder. This Section 10.6 shall not apply to any Applicable Tax Contest, which shall be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified party)governed by Section 9.9.

Defense of Actions. In any case in which any such action is brought against any indemnified partyThe Indemnified Party shall permit the Indemnifying Party, at the Indemnifying Party’s option and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notifiedexpense, to assume the complete defense of any Claim based on any action, suit, proceeding, claim, demand or assessment by any third party with full authority to conduct such defense and to settle or otherwise dispose of the same and the Indemnified Party will fully cooperate in such defense; provided the Indemnifying Party will not, in defense of any such action, suit, proceeding, claim, demand or assessment, except with the consent of the Indemnified Party (which consent will not be unreasonably withheld), consent to the entry of any judgment or enter into any settlement which provides for any relief other than the payment of monetary Damages and which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party of a release from all Liability in respect thereof, with counsel reasonably satisfactory . After notice to such indemnified party, and after notice from the indemnifying party to such indemnified party Indemnified Party of its the Indemnifying Party’s election so to assume the defense thereofof such action, suit, proceeding, claim, demand or assessment, the indemnifying party will not (so long as it Indemnifying Party shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to the Indemnified Party for such indemnified party hereunder for any legal or other expense expenses subsequently incurred by such indemnified party the Indemnified Party in connection with the defense thereof other than reasonable costs at the request of investigationthe Indemnifying Party. As to those actions, supervision suits, proceedings, claims, demands or assessments with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense, at its cost and monitoring (unless (i) such indemnified party reasonably objects expense, and will consult with the Indemnifying Party prior to such assumption on settling or otherwise disposing of any of the grounds that there may be defenses available to it which are different from or in addition same. Notwithstanding anything to the defenses available contrary herein, with respect to any Claim asserted by a governmental entity relating to Taxes, the Indemnifying Party shall be entitled to participate in the defense, but the Indemnified Party shall control such indemnifying party, (ii) counsel to defense. The Indemnified Party will not settle any such Claim without the indemnifying party has informed the indemnifying party that the joint representation prior consent of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conductIndemnifying Party, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delay, in any such event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld). The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified party).

Defense of Actions. In any case in which any such action is brought against any indemnified partyThe Indemnified Party shall permit the Indemnifying Party, at the Indemnifying Party’s option and it notifies an indemnifying party expense, within 30 days of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with Indemnifying Party’s receipt of notice of any other indemnifying party similarly notifiedClaim, to assume the complete defense thereofof any Claim based on any action, suit, proceeding, claim, demand or assessment by any third party with full authority to conduct such defense, through counsel reasonably satisfactory acceptable to such indemnified partythe Indemnified Party at the expense of the Indemnifying Party, and after notice to settle or otherwise dispose of the same and the Indemnified Party will reasonably cooperate in such defense; provided the Indemnifying Party will not, in defense of any such action, suit, proceeding, claim, demand or assessment, except with the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld, conditioned or delayed), consent to the entry of any Judgment or enter into any settlement (a) which provides for any relief other than the payment of monetary damages for which Indemnifying Party has confirmed in writing to the Indemnified Party that it is obligated to indemnify Indemnified Party hereunder for the full amount of such damages, (b) which does not include as an unconditional term thereof the giving by the third-party claimant to the Indemnified Party of a release from all liability in respect thereof and/or (c) which includes any admission of wrongdoing or misconduct by the indemnifying party to such indemnified party of its election so to assume Indemnified Party. If the Indemnifying Party has assumed the defense thereofof such action, the indemnifying party will not (so long as it shall continue to have the right to defendsuit, contestproceeding, litigate and settle the matter in question claim, demand or assessment, in accordance with this paragraphSection 10.06, (i) the Indemnifying Party shall be liable to the Indemnified Party only for such indemnified party hereunder for any legal or other expense expenses subsequently incurred by such indemnified party the Indemnified Party in connection with the defense thereof other than reasonable costs at the request of investigation, supervision the Indemnifying Party and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, (ii) the Indemnifying Party will afford the Indemnified Party an opportunity to participate in such defense through counsel to chosen by the indemnifying party has informed the indemnifying party Indemnified Party (provided that the joint representation fees and expenses of such counsel shall be paid by such Indemnified Party). As to those third-party actions, suits, proceedings, claims, demands or assessments with respect to which the Indemnifying Party does not elect to assume control of the indemnifying party defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense, at its cost and one expense, and will consult with the Indemnifying Party prior to settling or more indemnified parties could be inappropriate under applicable standards otherwise disposing of professional conductany of the same. The Indemnified Party will not settle any Claim without the prior consent of the Indemnifying Party, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delay, in any such event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld), conditioned or delayed. The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except Notwithstanding anything in this Section 10.06 to the extent settled in accordance with contrary, (x) the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent Indemnifying Party shall not be unreasonably withheldpermitted to assume the defense of any action, it being understood suit, proceeding, claim, demand or assessment if (1) the Claim for indemnification relates to or arises in connection with any criminal Action; (2) the claim seeks an injunction or equitable relief against the Indemnified Party (other than an injunction or equitable relief against the Indemnified Party that is incidental to monetary damages as the indemnified party shall not be deemed primary relief sought); or (3) the amount of Damages suffered or expected to be unreasonable suffered with respect to such Claim has or would reasonably be expected to result in withholding its consent if Damages in excess of the proposed settlement imposes amounts available for indemnification pursuant to this Article X, and (y) the Indemnified Party shall have the right to employ one separate co-counsel and to participate in the defense in such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel, if, based on advice from counsel, there exists any obligation on actual or potential conflict of interest between the indemnified party)Indemnified Party and the Indemnifying Party in connection with the defense of the third-party Claim. In any event, the Indemnified Party and the Indemnifying Party and their respective counsel shall cooperate in the defense of any third-party Claim subject to this Article X and keep each other informed of all significant developments relating to any such third-party Claim, and provide copies of all relevant correspondence and documentation relating thereto.

Defense of Actions. In The Indemnified Party shall permit the Indemnifying Party, at the Indemnifying Party’s option and expense, to assume the complete defense of any case Claim by any third party within thirty (30) calendar days of receipt of notice of such Claim by the Indemnifying Party, with full authority to conduct such defense, through counsel reasonably acceptable to the Indemnified Party at the expense of the Indemnifying Party, and to settle or otherwise dispose of the same and the Indemnified Party will reasonably cooperate in which such defense; provided that the Indemnifying Party will (a) permit the Indemnified Party to participate in such defense, settlement or disposal through counsel chosen by the Indemnified Party (provided that the fees and expenses of such counsel shall be paid by such Indemnified Party) and (b) not, in defense of any such action is brought against any indemnified partyClaim, and it notifies an indemnifying party except with the prior written consent of the commencement thereofIndemnified Party, consent to the entry of any Judgment or enter into any settlement (i) which provides for any relief other than the payment of monetary damages, (ii) which does not include as an unconditional term thereof the giving by the third-party claimant to the Indemnified Party of a release from all liability in respect thereof and/or (iii) which includes any admission of wrongdoing or misconduct by the Indemnified Party. If the Indemnifying Party elects to assume the defense of any third-party Claim, the indemnifying party Indemnifying Party shall not enter into any settlement of such Claim for the payment of monetary damages unless (A) the Indemnified Party consents in writing to such settlement or (B) the Indemnifying Party confirms in writing to the Indemnified Party that the Indemnifying Party will be entitled to participate therein, andresponsible for indemnifying the Indemnified Party for the Damages resulting from such Claim, to the extent that it may wish, jointly with any other indemnifying party similarly notified, provided in (and subject to the parameters of) this Article X. The Indemnifying Party shall not be entitled to assume the defense thereofof any third-party Claim without the consent of the Indemnified Party if such third-party Claim (x) seeks an injunction or other equitable or non-monetary relief against the Indemnified Party (other than equitable or non-monetary relief that is incidental to monetary damages as the primary relief sought) and not also against the Indemnifying Party or (y) is related to or otherwise arises in connection with any criminal matter, in which case the Indemnified Party shall allow the Indemnifying Party a reasonable opportunity to participate in such defense with its own counsel reasonably satisfactory to such indemnified party, and after notice from at its own expense. Notwithstanding an election by the indemnifying party to such indemnified party of its election so Indemnifying Party to assume the defense thereofof any third-party Claim, the indemnifying party will not (so long as it Indemnified Party shall continue to have the right to defendemploy one separate co-counsel and to participate in the defense in such action or proceeding, contestand the Indemnifying Party shall bear the reasonable fees, litigate costs and settle expenses of such separate counsel, if, based on advice from counsel, there exists any actual or potential conflict of interest between the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party Indemnified Party and the Indemnifying Party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation of the indemnifying third-party and one or more indemnified parties could be inappropriate under applicable standards of professional conductClaim. In any event, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense Indemnified Party and the indemnified Indemnifying Party and their respective counsel shall cooperate in the defense of any third-party is or is reasonably likely Claim subject to be prejudiced by such delay, in this Article X and keep each other informed of all significant developments relating to any such event third-party Claim, and provide copies of all relevant correspondence and documentation relating thereto. In all circumstances, the indemnified party shall be promptly reimbursed by Indemnified Party will not settle any Claim without the indemnifying party for prior written consent of the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (Indemnifying Party, such consent not to be unreasonably withheld). The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified party).

Defense of Actions. In connection with any case in which claim giving rise to indemnity hereunder resulting from or arising out of any such action claim or legal proceeding by a person who is brought against any indemnified party, and it notifies an indemnifying not a party of the commencement thereofto this Agreement, the indemnifying party will be entitled party, at its sole cost and expense, may, upon written notice to participate thereinthe Indemnified Party, andassume the defense of such claim or legal proceeding, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party admits in writing its liability to the Indemnified Party with respect to all material elements thereof. If the indemnifying party assumes the defense of any such claim or legal proceeding, the obligations of the indemnifying party hereunder as to such indemnified party of its election so claim or legal proceeding shall be limited to assume taking all steps necessary in the defense thereofor settlement thereof and to holding the Indemnified Party harmless from and against any losses, damages, expenses, or liability caused by or arising out of any settlement approved by the indemnifying party or any judgment in connection with such claim or legal proceeding. Each Indemnified Party agrees that it will cooperate with the indemnifying party in the defense of any such action, the defense of which is assumed by the indemnifying party. Except with the consent of the Indemnified Party, the indemnifying party will shall not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition consent to the defenses available entry of any judgment arising from any such claim or legal proceeding which, in each case, does not include as an unconditional term thereof the delivering by the claimant or the plaintiff to such indemnifying partythe Indemnified Party of a release from all liability in respect thereof, (ii) counsel to unless the indemnifying party has informed actually paid to the Indemnified Party the full amount of such judgment or settlement. If the indemnifying party that does not assume the joint representation defense of any claim or litigation, any Indemnified Party may defend against such claim or litigation in such mariner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) same to the indemnifying party shall have failed within a reasonable period of time to assume party, on such defense and terms as the indemnified party is or is reasonably likely to be prejudiced by such delay, in any such event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld)Party may deem appropriate. The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to will promptly reimburse the extent settled Indemnified Party in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified party)provisions hereof.

Defense of Actions. In any case in which any such action is brought against any indemnified partyThe Indemnified Party shall permit the Indemnifying Party, at the Indemnifying Party's option and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notifiedexpense, to assume the complete defense of any Claim based on any action, suit, proceeding, claim, demand or assessment by any third party with full authority to conduct such defense and to settle or otherwise dispose of the same and the Indemnified Party will fully cooperate in such defense; provided the Indemnifying Party will not, in defense of any such action, suit, proceeding, claim, demand or assessment, except with the consent of the Indemnified Party (which consent will not be unreasonably withheld), consent to the entry of any judgment or enter into any settlement which provides for any relief other than the payment of monetary Damages and which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof, with counsel reasonably satisfactory . After notice to such indemnified party, and after notice from the indemnifying party to such indemnified party Indemnified Party of its the Indemnifying Party's election so to assume the defense thereofof such action, suit, proceeding, claim, demand or assessment, the indemnifying party will not (so long as it Indemnifying Party shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to the Indemnified Party for such indemnified party hereunder for any legal or other expense expenses subsequently incurred by such indemnified party the Indemnified Party in connection with the defense thereof other than reasonable costs at the request of investigationthe Indemnifying Party. As to those actions, supervision suits, proceedings, claims, demands or assessments with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense, at its cost and monitoring (unless (i) such indemnified party reasonably objects expense, and will consult with the Indemnifying Party prior to such assumption on settling or otherwise disposing of any of the grounds that there may be defenses available to it which are different from or in addition same. Notwithstanding anything to the defenses available contrary herein, with respect to any Claim asserted by a governmental entity relating to Taxes, the Indemnifying Party shall be entitled to participate in the defense, but the Indemnified Party shall control such indemnifying party, (ii) counsel to defense. The Indemnified Party will not settle any such Claim without the indemnifying party has informed the indemnifying party that the joint representation prior consent of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conductIndemnifying Party, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delay, in any such event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably unreasonable withheld). The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified party).

Defense of Actions. In any case in which any such action is brought against any indemnified partyThe Indemnified Party shall permit the Indemnifying Party, at the Indemnifying Party’s option and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notifiedexpense, to assume the complete defense of any Claim based on any action, suit, proceeding, claim, demand or assessment by any third party with full authority to conduct such defense and to settle or otherwise dispose of the same and the Indemnified Party will fully cooperate in such defense; provided the Indemnifying Party will not, in defense of any such action, suit, proceeding, claim, demand or assessment, except with the consent of the Indemnified Party (which consent will not be unreasonably withheld), consent to the entry of any Judgment or enter into any settlement (a) which provides for any relief other than the payment of monetary damages and/or (b) which does not include as an unconditional term thereof the giving by the third-party claimant to the Indemnified Party of a release from all liability in respect thereof, with counsel reasonably satisfactory . After notice to such indemnified party, and after notice from the indemnifying party to such indemnified party Indemnified Party of its the Indemnifying Party’s election so to assume the defense thereofof such action, suit, proceeding, claim, demand or assessment, the indemnifying party will not (so long as it Indemnifying Party shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to the Indemnified Party only for such indemnified party hereunder for any legal or other expense expenses subsequently incurred by such indemnified party the Indemnified Party in connection with the defense thereof other than reasonable costs at the request of investigationthe Indemnifying Party. As to those third-party actions, supervision suits, proceedings, claims, demands or assessments with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense, at its cost and monitoring (unless (i) such indemnified party reasonably objects expense, and will consult with the Indemnifying Party prior to such assumption on settling or otherwise disposing of any of the grounds that there may be defenses available to it which are different from or in addition same. Notwithstanding anything to the defenses available contrary herein, with respect to such indemnifying partyany Claim asserted by a Governmental Entity relating to Taxes, (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delay, in any such event the indemnified party Indemnifying Party shall be promptly reimbursed by entitled to participate in the indemnifying party for defense, but the expenses incurred in connection with retaining separate legal counsel). An indemnifying party Indemnified Party shall not be liable for any settlement of an action or claim effected without its consent (control such consent not to be unreasonably withheld)defense. The indemnifying party shall lose its right to defend, contest, litigate and Indemnified Party will not settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party any Claim without the prior consent of the indemnified party (Indemnifying Party, which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified party).

Defense of Actions. In any case in which any such action is brought against any indemnified party(a) The Indemnified Party shall permit the Indemnifying Party, at the Indemnifying Party’s option and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notifiedexpense, to assume the complete defense thereofof any Claim based on any Action or Claim by any third party within 60 calendar days of receipt of notice of such Claim by the Indemnifying Party with full authority to conduct such defense, with through counsel reasonably satisfactory acceptable to such indemnified partythe Indemnified Party at the expense of the Indemnifying Party, and after notice from to settle or otherwise dispose of the indemnifying party to same and the Indemnified Party shall reasonably cooperate in such indemnified party of its election so defense; provided that (i) the Indemnifying Party shall not be entitled to assume the defense thereof, of any third-party Claim without the indemnifying consent of the Indemnified Party if such third-party will not Claim (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraphx) be liable to such indemnified party hereunder for any legal seeks an injunction or other expense subsequently incurred by such indemnified party equitable or non-monetary relief against the Indemnified Party (other than equitable or non-monetary relief that is incidental to monetary damages as the primary relief sought) and not also against the Indemnifying Party or (y) is related to or otherwise arises in connection with any criminal matter, in which case the Indemnified Party shall allow the Indemnifying Party a reasonable opportunity to participate in such defense thereof other than reasonable costs of investigationwith its own counsel and at its own expense, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, (ii) counsel the Indemnifying Party shall not, in defense of any such Claim, except with the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld, conditioned or delayed; provided that in the case of the immediately following clause (A), such consent shall be in the Indemnified Party’s sole discretion), consent to the indemnifying entry of any Judgment or enter into any settlement which (A) provides for any relief other than the payment of monetary damages, (B) does not include as an unconditional term thereof the giving by the third-party has informed claimant to the indemnifying party Indemnified Party of a release from all Liability in respect thereof or (C) includes any admission of wrongdoing or misconduct by the Indemnified Party. The Indemnifying Party shall permit the Indemnified Party to participate in such defense, settlement or disposal through counsel chosen by the Indemnified Party; provided that the joint representation fees and expenses of such counsel shall be paid by such Indemnified Party. If the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) the indemnifying party shall have failed within a reasonable period of time Indemnifying Party elects to assume such the defense and of any third-party Claim, the indemnified party is or is reasonably likely to be prejudiced by such delay, in any such event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party Indemnifying Party shall not be liable for enter into any settlement of an action or claim effected without its consent such Claim for the payment of monetary damages unless (1) the Indemnified Party consents in writing to such settlement, such consent not to be unreasonably withheld). The , conditioned or delayed, or (2) the Indemnifying Party confirms in writing to the Indemnified Party that the Indemnifying Party will be responsible for indemnifying party shall lose its right to defendthe Indemnified Party for the Damages resulting from such Claim, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled provided in (and subject to the limitations on liability and parameters of) this Article X. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of any Claim in accordance with the next following sentence). No matter terms of this Agreement, the Indemnifying Party shall be settled liable to the Indemnified Party only for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party; provided that the Indemnified Party shall have the right to employ one separate co-counsel and to participate in the defense of any Claim, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel, if, based on advice of counsel, there exists an indemnifying actual or potential conflict of interest between the Indemnified Party and the Indemnifying Party in connection with the defense of the third-party Claim. As to those third-party Actions or Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense, at its cost and expense, and will consult with the Indemnifying Party prior to settling or otherwise disposing of any of the same. The Indemnified Party will not settle any third-party Action or claim without the prior consent of the indemnified party (which Indemnifying Party, such consent shall not to be unreasonably withheld, it being understood that conditioned or delayed. In any event, the indemnified Indemnified Party and the Indemnifying Party and their respective counsel shall cooperate in the defense of any third-party shall not be deemed Claim subject to be unreasonable in withholding its consent if the proposed settlement imposes this Article X and keep each other informed of all significant developments relating to any obligation on the indemnified party)such third-party Claim, and, upon written request, provide copies of all relevant correspondence.

Defense of Actions. In any case in which any such action is brought against any indemnified partyThe Indemnified Party shall permit the Indemnifying Party, at the Indemnifying Party’s option and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notifiedexpense, to assume the complete defense of any Claim based on any action, suit, proceeding, claim, demand or assessment by any third party with full authority to conduct such defense and to settle or otherwise dispose of the same and the Indemnified Party will fully cooperate in such defense; provided the Indemnifying Party will not, in defense of any such action, suit, proceeding, claim, demand or assessment, except with the consent of the Indemnified Party (which consent will not be unreasonably withheld), consent to the entry of any Judgment or enter into any settlement (a) which provides for any relief other than the payment of monetary damages and/or (b) which does not include as an unconditional term thereof the giving by the third-party claimant to the Indemnified Party of a release from all liability in respect thereof, with counsel reasonably satisfactory . After notice to such indemnified party, and after notice from the indemnifying party to such indemnified party Indemnified Party of its the Indemnifying Party’s election so to assume the defense thereofof such action, suit, proceeding, claim, demand or assessment, the indemnifying party will not (so long as it Indemnifying Party shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to the Indemnified Party only for such indemnified party hereunder for any legal or other expense expenses subsequently incurred by such indemnified party the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on at the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation request of the indemnifying Indemnifying Party. As to those third-party and one actions, suits, proceedings, claims, demands or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) assessments with respect to which the indemnifying party shall have failed within a reasonable period of time Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense defense, at its cost and expense, and will reasonably consult with the indemnified party is Indemnifying Party prior to settling or is reasonably likely to be prejudiced by such delayotherwise disposing of any of the same. The Indemnified Party will not settle any Claim without the prior consent of the Indemnifying Party, in any such event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld). The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified party).

Defense of Actions. In any case in which any such action is brought against any indemnified partyThe Indemnified Party shall permit the Indemnifying Party, at the Indemnifying Party’s option and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notifiedexpense, to assume the complete defense of any Claim by a third party with full authority to conduct such defense and to settle or otherwise dispose of the same and the Indemnified Party will fully cooperate in such defense; provided the Indemnifying Party will not, in defense of any such action, suit, proceeding, claim, demand or assessment, except with the consent of the Indemnified Party (which consent will not be unreasonably withheld), consent to the entry of any judgment or enter into any settlement which provides for any relief other than the payment of monetary damages and which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party of a release from all Liability in respect thereof, with counsel reasonably satisfactory . After notice to such indemnified party, and after notice from the indemnifying party to such indemnified party Indemnified Party of its the Indemnifying Party’s election so to assume the defense thereofof such action, suit, proceeding, claim, demand or assessment, the indemnifying party will not (so long as it Indemnifying Party shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to the Indemnified Party for such indemnified party hereunder for any legal or other expense expenses subsequently incurred by such indemnified party the Indemnified Party in connection with the defense thereof other than reasonable costs at the request of investigationthe Indemnifying Party. As to those actions, supervision suits, proceedings, claims, demands or assessments with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense, at its cost and monitoring (unless (i) such indemnified party reasonably objects expense, and will consult with the Indemnifying Party prior to such assumption on settling or otherwise disposing of any of the grounds that there may be defenses available to it which are different from or in addition same. Notwithstanding anything to the defenses available contrary herein, with respect to any Claim asserted by a governmental entity relating to Taxes, the Indemnifying Party shall be entitled to participate in the defense, but the Indemnified Party shall control such indemnifying party, (ii) counsel to defense. The Indemnified Party will not settle any such Claim without the indemnifying party has informed the indemnifying party that the joint representation prior consent of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conductIndemnifying Party, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delay, in any such event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld). The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified party).

Defense of Actions. In If any case in which any such action is shall be brought against Issuing Bank or any indemnified partyother Indemnitee in respect of which indemnity may be sought against Borrower or Account Party, Issuing Bank shall promptly notify Borrower and Account Party in writing, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to Borrower and Account Party shall promptly assume the defense thereof, with including without limitation the employment of counsel reasonably satisfactory (the selection of which shall have been approved by Issuing Bank and such approval shall not be unreasonably withheld, conditioned or delayed), the payment of all expenses and the right to negotiate and consent to settlement. If Borrower or Account Party from whom indemnity may be sought elects not to defend such indemnified partyaction, Issuing Bank shall have the right to employ counsel to defend such action and after notice from the indemnifying party to such indemnified party of its election so to assume participate in the defense thereof, and the indemnifying party will not (so long as it fees and expenses of such counsel shall continue to be at the expense of Borrower and Account Party. In addition, Issuing Bank shall have the right to defend, contest, litigate employ separate counsel and settle the matter to participate in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delay, in any such event the indemnified party action if Issuing Bank has been advised by counsel of recognized standing in matters of banking or securities laws that it has defenses or causes of action separate from those of Borrower and Account Party. Neither Borrower nor Account Party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an any such action or claim effected without its consent (such consent not to be unreasonably withheld). The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party Issuing Bank without the consent of Borrower and Account Party, but if settled with the indemnified party (which consent shall not be unreasonably withheldof Borrower and Account Party or if there is a final judgment for the plaintiff in any such action against Borrower or Account Party or Bank, it being understood that with or without the indemnified party shall not be deemed consent of Borrower and Account Party, each of Borrower and Account Party agree jointly and severally to be unreasonable in withholding its consent if indemnify and hold harmless Issuing Bank to the proposed settlement imposes any obligation on the indemnified party)extent provided herein.

Defense of Actions. In any case Subject to the limitations set forth below in which any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereofthis Section 11.06, the indemnifying party will be entitled to participate thereinIndemnified Party shall permit the Indemnifying Party, and, to at the extent that it may wish, jointly with any other indemnifying party similarly notifiedIndemnifying Party’s option and expense, to assume the defense thereofof any Claim based on any Action or Claim by any third party within sixty (60) calendar days of receipt of notice of such Claim by the Indemnifying Party, with authority to conduct such defense, through counsel reasonably satisfactory acceptable to such indemnified partythe Indemnified Party at the expense of the Indemnifying Party, and after notice to settle or otherwise dispose of the same and the Indemnified Party shall reasonably cooperate in such defense; provided that the Indemnifying Party shall (a) permit the Indemnified Party to participate in such defense, settlement or disposal through counsel chosen by the Indemnified Party (provided that the fees and expenses of such counsel shall be paid by such Indemnified Party) and (b) not, in defense of any such Claim, except with the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed), consent to the entry of any Judgment or enter into any settlement which (i) provides for any relief other than the payment of monetary damages, (ii) does not include as an unconditional term thereof the giving by the third-party claimant to the Indemnified Party of a release from all Liability in respect thereof or (iii) includes any admission of wrongdoing or misconduct by the indemnifying party to such indemnified party of its election so Indemnified Party. If the Indemnifying Party elects to assume the defense thereofof any third-party Claim, the Indemnifying Party shall not enter into any settlement of such Claim for the payment of monetary damages unless (A) the Indemnified Party consents in writing to such settlement (not to be unreasonably withheld, conditioned or delayed) or (B) the Indemnifying Party confirms in writing to the Indemnified Party that the Indemnifying Party will be responsible for indemnifying the Indemnified Party for the Damages resulting from such Claim, to the extent provided in (and subject to the parameters of) this Article XI. The Indemnifying Party shall not be entitled to assume the defense of any third-party Claim without the consent of the Indemnified Party if such third-party Claim (x) seeks an injunction or other equitable or non-monetary relief against the Indemnified Party (other than equitable or non-monetary relief that is incidental to monetary damages as the primary relief sought) and not also against the Indemnifying Party or (y) is related to or otherwise arises in connection with any criminal matter, in which case the Indemnified Party shall allow the Indemnifying Party a reasonable opportunity to participate in such defense with its own counsel and at its own expense. As to those third-party Actions or claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense, at its cost and expense, and will obtain the consent of the Indemnifying Party prior to settling or otherwise disposing of any of the same (not (so long as it to be unreasonably withheld, conditioned or delayed). Notwithstanding an election by the Indemnifying Party to assume the defense of any third-party Claim, the Indemnified Party shall continue to have the right to defendemploy one separate co-counsel and to participate in the defense in such action or proceeding, contestand the Indemnifying Party shall bear the reasonable fees, litigate costs and settle expenses of such separate counsel, if, based on advice from counsel, there exists any actual or potential conflict of interest between the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party Indemnified Party and the Indemnifying Party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation of the indemnifying third-party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense Claim. The Indemnified Party and the indemnified Indemnifying Party and their respective counsel shall cooperate in the defense of any third-party is or is reasonably likely Claim subject to be prejudiced by such delay, in this Article XI and keep each other informed of all significant developments relating to any such event the indemnified third-party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement Claim, and provide copies of an action or claim effected without its consent (such consent not to be unreasonably withheld). The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified party)all relevant correspondence.

Defense of Actions. In (a) Except with respect to any case Scheduled Claim, in which the event that the Indemnifying Parties acknowledge in writing a duty to defend with respect to such Action, the Indemnifying Parties shall have the right, at their expense, to control the defense of any such action is brought against any indemnified partyAction. If the Indemnifying Parties wish to control the defense of such Action, and it notifies an indemnifying party they shall deliver written notice thereof to the Indemnified Parties within thirty (30) days after receipt of the commencement thereofnotice described in Section 11.6. 1. After such notice, the indemnifying party will Indemnifying Parties shall engage independent internal or external legal counsel (and reasonably acceptable to the Indemnified Parties) to assume the defense of such Action; provided, however, that the Indemnified Party may also participate in such defense, at its own expense; and provided, further, that any Indemnifying Party shall not be entitled to participate thereinassume the defense or control of any Action if (i) the Indemnifying Party fails to acknowledge its duty to defend as set forth in the preceding sentence, and(ii) the Indemnified Party agrees, to the extent that it may wish, jointly with any other indemnifying party similarly notifiedin writing, to assume the defense thereofof such Action and forego any indemnity claimed under this Section 11, (iii) in the reasonable opinion of legal counsel for the Indemnified Party, such Action involves the potential imposition of a criminal liability on the Indemnified Party, its directors, officers, employees or agents, (iv) in the reasonable opinion of legal counsel for the Indemnified Party, an actual or potential conflict of interest exists where it is advisable for such Indemnified Party to be represented by separate legal counsel, or (v) with respect to Parent only, failure to stay the enforcement of such Action will result in the imminent risk of sale, forfeiture or loss of all or any material portion of the Assets or a material disruption in the operation of the acquired business. In the circumstances identified in the foregoing subsections 11.6.2(a)(i) through (v), the Indemnified Party shall be entitled to control and assume responsibility for the defense of such Action, at the cost and expense of the Indemnifying Party. The Indemnifying Party may, in any event, participate in such proceedings at its own cost and expense. (b) With respect to any Scheduled Claim, the Company shall have the right and obligation, at its expense, to control the defense of such Scheduled Claim. Parent also may participate in such defense, at its own expense. The Company shall have the right to select and engage legal counsel (which shall be reasonably satisfactory acceptable to such indemnified party, Parent if selected and engaged after notice from the indemnifying party to such indemnified party date of its election so this Agreement) to assume the defense thereofof such Scheduled Claim. 11.6.2.2. The Indemnifying Party, in the indemnifying party will not (so long as it defense of any such Action, shall continue to have the right in its sole discretion to defendsettle such Action only if (a) settlement involves only the payment of money and execution of appropriate releases of the Indemnified Party and its Affiliates, contestas the case may be, litigate (b) there is no finding or admission of any violation of Law or violation of the rights of any Person by the Indemnified Party or its Affiliates, as the case may be, and settle (c) the matter in question in accordance Indemnified Party or its Affiliates, as the case may be, will have no liability with this paragraph) be liable respect to such indemnified party hereunder for any legal compromise or other expense subsequently incurred by settlement. Otherwise, no such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delay, in any such event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld). The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter Action shall be settled by an indemnifying party or agreed to without the prior written consent of the indemnified party Indemnified Party (which consent shall not be unreasonably withheld, it being understood that delayed or conditioned). If the indemnified party Indemnified Party withholds, delays or conditions its consent in an unreasonable manner, the Indemnified Party shall not be deemed entitled to be unreasonable indemnification under this Section 11 for any Loss in withholding its consent if excess of the proposed settlement imposes amount for which the Action could reasonably have been compromised but for such withholding, delay or conditioning of consent. 11.6.2.3. Except with respect to any obligation Scheduled Claim, in the event that the Indemnifying Parties shall not agree in writing to assume the defense of such Action or in the event the Indemnified Party assumes control of such Action pursuant to Section 11.6.2, the Indemnified Parties may engage legal counsel acceptable to them to assume the defense and may contest, pay, settle or compromise any such Action on such terms and conditions reasonably acceptable to the indemnified party)Indemnified Parties. If the Indemnifying Parties are obligated to indemnify the Indemnified Parties in respect to such Action under this Agreement, the fees and expenses of such counsel retained by the Indemnified Parties shall constitute litigation expenses subject to indemnification under this Section 11. 11.6.2.4. In the defense of any Action, regardless of who is in control, the Indemnified Parties and the Indemnifying Parties shall fully cooperate in good faith in connection with such defense and shall cause their legal counsel, accountants and Affiliates to do so, and shall make available to the other party all relevant books, records, and information (in such Person’s control) during normal business hours, and shall furnish to each other, at the Indemnifying Party’s expense, such other assistance as the other party may reasonably require in connection with such defense.

Defense of Actions. In any case in which any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will shall be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will shall not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delay, in any such which event the indemnified party shall be promptly reimbursed by the indemnifying indemni- fying party for the reasonable expenses incurred in connection with retaining one separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld)consent. The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed unless such settlement imposes any obligation on contains a full and unconditional release of the indemnified party).

Defense of Actions. In any case in which any such action is brought against any indemnified partyThe Indemnified Party shall permit the Indemnifying Party, at the Indemnifying Party’s option and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notifiedexpense, to assume the complete defense thereofof any Claim based on any action, suit, proceeding, claim, demand or assessment by any third party with counsel reasonably satisfactory full authority to conduct such indemnified partydefense and to settle or otherwise *Certain information on this page has been omitted and filed separately with the commission. Confidential treatment has been requested with respect to the omitted portions. dispose of the same and the Indemnified Party will fully cooperate in such defense; provided the Indemnifying Party will not, and after notice from in defense of any such action, suit, proceeding, claim, demand or assessment, except with the consent of the Indemnified Party (which consent will not be unreasonably withheld), consent to the entry of any judgment or enter into any settlement which provides for any relief other than the payment by the indemnifying party of monetary damages and which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party the Indemnified Party of its a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election so to assume the defense thereofof such action, suit, proceeding, claim, demand or assessment, the indemnifying party will not (so long as it Indemnifying Party shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to the Indemnified Party for such indemnified party hereunder for any legal or other expense expenses subsequently incurred by such indemnified party the Indemnified Party in connection with the defense thereof other than reasonable costs at the request of investigationthe Indemnifying Party. As to those actions, supervision suits, proceedings, claims, demands or assessments with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense, at its cost and monitoring (unless (i) such indemnified party reasonably objects expense, and will consult with the Indemnifying Party prior to such assumption on settling or otherwise disposing of any of the grounds that there may be defenses available to it which are different from or in addition same. Notwithstanding anything to the defenses available contrary herein, with respect to any Claim asserted by a governmental entity relating to Taxes, the Indemnifying Party shall be entitled to participate in the defense, but the Indemnified Party shall control such indemnifying party, (ii) counsel to defense. The Indemnified Party will not settle any such Claim without the indemnifying party has informed the indemnifying party that the joint representation prior consent of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conductIndemnifying Party, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delay, in any such event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld). The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified party).

Defense of Actions. In connection with any case in which claim giving rise to indemnity hereunder resulting from or arising out of any such action claim or legal proceeding by a person who is brought against any indemnified party, and it notifies an indemnifying not a party of the commencement thereofto this Agreement, the indemnifying party will be entitled party, at its sole cost and expense, may, upon written notice to participate thereinthe Indemnified Party, andassume the defense of such claim or legal proceeding, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party admits in writing its liability to the Indemnified Party with respect to all material elements thereof. If the indemnifying party assumes the defense of any such claim or legal proceeding, the obligations of the indemnifying party hereunder as to such indemnified party of its election so claim or legal proceeding shall be limited to assume taking all steps necessary in the defense thereofor settlement thereof and to holding the Indemnified Party harmless from and against any losses, damages, expenses, or liability caused by or arising out of any settlement approved by the indemnifying party or any judgment in connection with such claim or legal proceeding Each Indemnified Party agrees that it will cooperate with the indemnifying party in the defense of any such action, the defense of which is assumed by the indemnifying party. Except with the consent of the Indemnified Party, the indemnifying party will shall not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition consent to the defenses available entry of any judgment arising from any such claim or legal proceeding which, in each case, does not include as an unconditional term thereof the delivering by the claimant or the plaintiff to such indemnifying partythe Indemnified Party of a release from all liability in respect thereof, (ii) counsel to unless the indemnifying party has informed actually paid to the Indemnified Party the full amount of such judgment or settlement. If the indemnifying party that does not assume the joint representation defense of any claim or litigation, any Indemnified Party may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) same to the indemnifying party shall have failed within a reasonable period of time to assume party, on such defense and terms as the indemnified party is or is reasonably likely to be prejudiced by such delay, in any such event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld)Party may deem appropriate. The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to will promptly reimburse the extent settled Indemnified Party in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified party)provisions hereof.

Defense of Actions. In any case in which any such action is brought against any indemnified partyThe Indemnified Party shall permit the Indemnifying Party, at the Indemnifying Party’s option and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notifiedexpense, to assume the complete defense of any Claim based on any action, suit, proceeding, claim, demand or assessment by any third party with full authority to conduct such defense and to settle or otherwise dispose of the same and the Indemnified Party will fully cooperate in such defense; provided that the Indemnifying Party will not, in defense of any such action, suit, proceeding, claim, demand or assessment, except with the consent of the Indemnified Party (which consent will not be unreasonably withheld, conditioned or delayed to the extent such action, suit, proceeding, claim, demand or assessment is for monetary payments only and not for injunctive or provisional relief (including specific performance), consent to the entry of any judgment, order or decree or enter into any settlement (a) which provides for any relief other than the payment of monetary damages and/or (b) which does not include as an unconditional term thereof the giving by the third-party claimant to the Indemnified Party of a release from all liability in respect thereof, with counsel reasonably satisfactory . After notice to such indemnified party, and after notice from the indemnifying party to such indemnified party Indemnified Party of its the Indemnifying Party’s election so to assume the defense thereofof such action, suit, proceeding, claim, demand or assessment, the indemnifying party will not (so long as it Indemnifying Party shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to the Indemnified Party only for such indemnified party hereunder for any legal or other expense expenses subsequently incurred by such indemnified party the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on at the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation written request of the indemnifying Indemnifying Party. As to those third-party and one actions, suits, proceedings, claims, demands or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) assessments with respect to which the indemnifying party shall have failed within a reasonable period of time Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense defense, at its cost and expense, and will consult with the indemnified party is Indemnifying Party prior to settling or is reasonably likely to be prejudiced by such delayotherwise disposing of any of the same. The Indemnified Party will not settle any Claim without the prior consent of the Indemnifying Party, in any such event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld), conditioned or delayed. The indemnifying election of the Indemnifying Party to assume the defense or prosecution of a Claim will not be deemed an admission by the Indemnifying Party that the claims made in the Claim are within the scope of or subject to indemnification under this Agreement. The parties shall cooperate in the defense or prosecution of any third-party Claim, with such cooperation to include (i) the retention and, upon the Indemnifying Party’s request, the provision to the Indemnifying Party of records and information that are reasonably relevant to such third-party Claim, and (ii) the making available of employees on a mutually convenient basis for providing additional information and explanation of any material provided hereunder. Notwithstanding the foregoing, if the Indemnified Party shall lose its have determined in good faith and upon advice of counsel that (a) an actual or likely conflict of interest makes representation of the Indemnifying Party and the Indemnified Party by the same counsel inappropriate or (b) the defendants in, or targets of, any such action or proceeding include both the Indemnified Party and an Indemnifying Party, and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it or to other Indemnified Parties 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 defenddirect the defense of such action or proceeding on behalf of the Indemnified Party), contestthen, litigate in each case, the Indemnified Party may, upon notice to the Indemnifying Party, engage separate counsel, and settle a matter if it the reasonable fees and expenses of such separate counsel shall fail to diligently contest such matter (except be borne by the Indemnifying Party to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified party)Claim is indemnifiable hereunder.

Defense of Actions. In An Indemnified Party seeking indemnification pursuant to Section 8.2 of any case in Loss, including any Loss arising from a claim asserted by a third party ("Third Party Claim"), shall give written notice ("Notice of Claim") to the Indemnifying Party. An Indemnified Party shall give the Indemnifying Party notice of any matter which any such action is brought against any indemnified partyan Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, stating the amount of the Loss, if known, the method of computation thereof, and it notifies an indemnifying party containing a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations and liabilities of the commencement thereofIndemnifying Party under this Section 8.3 with respect to Losses arising from Third Party Claims shall be governed by and be contingent upon the following additional terms and conditions: if an Indemnified Party shall receive notice of any Third Party Claim, the indemnifying party will be entitled Indemnified Party shall give the Indemnifying Party notice of such Third Party Claim within 30 days of the receipt by the Indemnified Party of such notice; provided, however, that the failure to participate thereinprovide such notice shall not release the Indemnifying Party from any of its obligations under this Article VIII except, andwith respect to the particular Third Party Claim in question, to the extent and only to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or liability that it may wishhave to any Indemnified Party under this Section 8.3. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, jointly with any other indemnifying party similarly notified, then the Indemnifying Party shall be entitled to assume and control the defense thereof, with of such Third Party Claim at its expense and through counsel reasonably satisfactory of its choice if it gives notice of its intention to do so to the Indemnified Party within ten days of the receipt of such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereofIndemnified Party; provided, the indemnifying party will not (so long as it shall continue to have the right to defendhowever, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that if there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is exists or is reasonably likely to be prejudiced by such delayexist a conflict of interest that would make it inappropriate in the judgment of the Indemnified Party in its sole and absolute discretion for the same counsel to represent both the Indemnified Party and the Indemnifying Party, in any such event then the indemnified party Indemnified Party shall be promptly reimbursed by entitled to retain its own counsel in each jurisdiction for which the indemnifying party for Indemnified Party determines, on the expenses incurred in connection with retaining separate legal advice of counsel). An indemnifying party , that counsel is required, at the expense of the Indemnifying Party; provided, further, that the Indemnifying Party shall not be liable for any settlement entitled to assume and control the defense of a Third Party Claim if (x) the Indemnified Party reasonably believes that there is substantial possibility that the Indemnifying Party does not have sufficient financial or other resources to vigorously defend the Third Party Claim and to pay its obligations hereunder with respect to such claim, (y) the Indemnified Party reasonably believes that an action adverse determination with respect to the Third Party Claim would be materially detrimental to or claim effected without its consent injure the Indemnified Party's reputation or future business prospects or (such consent not to be unreasonably withheld)z) the Third Party Claim seeks an injunction or equitable relief against the Indemnified Party. The indemnifying party shall lose its In the event that the Indemnifying Party exercises the right to defendundertake any such defense against any such Third Party Claim as provided above, contest, litigate the Indemnified Party shall cooperate with the Indemnifying Party in such defense and settle a matter if it shall fail to diligently contest such matter (except make available to the extent settled Indemnifying Party, at the Indemnifying Party's expense and at reasonable hours and upon reasonable notice, all witnesses, pertinent records, materials and information in accordance the Indemnified Party's possession or under the Indemnified Party's control relating thereto as are reasonably required by the Indemnifying Party. Similarly, in the event the Indemnified Party is, directly or indirectly, conducting the defense against any such Third Party Claim, the Indemnifying Party shall cooperate with the next following sentence)Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party's expense, at reasonable times and upon reasonable notice all such witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as are reasonably required by the Indemnified Party. No matter shall such Third Party Claim may be settled by an indemnifying party the Indemnifying Party without the prior written consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified party)Indemnified Party.

Defense of Actions. In If any case in party shall receive notice of any claim pursuant to this Agreement or otherwise has actual knowledge of any Losses which any such action party has determined has given, or is brought against any likely to result in, a right of indemnification, the party being indemnified party, and it notifies an indemnifying party of the commencement thereof, shall give the indemnifying party will be entitled written notice of any claim, action or Loss to participate thereinwhich such indemnity relates; provided, andhowever, that failure to notify the indemnifying party shall not relieve the indemnifying party from any liability which it may have on account of the claim or Loss, except to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be been materially prejudiced by such delay, in any such event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld)failure. The indemnifying party shall lose be entitled to assume control of the defense or settlement of such matter. If the indemnifying party elects to assume such control, the party being indemnified and its counsel shall be entitled to consult with the indemnifying party and its counsel and participate in the defense or settlement of such matter at its own cost; provided, however, that the indemnifying party shall bear the costs and expenses of the indemnified party’s counsel (from one law firm) if, in the reasonable opinion of counsel mutually acceptable to the parties hereto, use of such indemnified party’s counsel is necessary as a result of a conflict of interest between Greenlight Re and the Service Provider. In any event, the indemnifying party shall indicate in writing to the party being indemnified within 10 calendar days after the party being indemnified has given the indemnifying party written notice whether the indemnifying party intends to pay the claim or assume control of the defense or settlement of such matter. In the event the indemnifying party exercises its right to defendassume control of the defense, contest, litigate the indemnified party shall reasonably cooperate with the indemnifying party in such defense and settle a matter if it shall fail to diligently contest such matter (except make available to the extent settled indemnifying party witnesses, pertinent records, materials and information in accordance with its possession or under its control relating thereto as are reasonably requested by the next following sentence)indemnifying party. No matter shall claim may be settled by an the indemnifying party without the written consent of the indemnified party, which consent shall not be unreasonably withheld or delayed; provided, however, that the indemnifying party may settle such claim without the consent of the indemnified party so long as the settlement (which consent shall not be unreasonably withheld, it being understood that x) includes an unconditional release of the indemnified party shall party, in form and substance reasonably satisfactory to the indemnified party, from the claimant, (y) does not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes impose any obligation liabilities or obligations on the indemnified party), and (z) with respect to any non-monetary provision of any settlement of a claim does not impose any conditions upon the indemnified party.

Defense of Actions. In any case in which any such action is brought against any indemnified partyThe Indemnified Party shall permit the Indemnifying Party, at the Indemnifying Party’s option and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notifiedexpense, to assume the complete defense of any Claim based on any action, suit, Proceeding, claim, demand or assessment by any third party with full authority to conduct such defense and to settle or otherwise dispose of the same and the Indemnified Party will fully cooperate in such defense; provided that the Indemnifying Party will not, in defense of any such action, suit, Proceeding, claim, demand or assessment, except with the consent of the Indemnified Party (which consent will not be unreasonably withheld, conditioned or delayed), consent to the entry of any Order or enter into any settlement (a) which provides for any relief other than the payment of monetary damages for which the Indemnified Party shall not be liable, (b) which does not include as an unconditional term thereof the giving by the third party claimant to the Indemnified Party (and all other Buyer Indemnitees or Seller Indemnitees, as applicable) of a release from all Liability in respect thereof, with counsel reasonably satisfactory or (c) which includes any admission of wrongdoing, misconduct or violation of Law by the Indemnified Party. After notice to such indemnified party, and after notice from the indemnifying party to such indemnified party Indemnified Party of its the Indemnifying Party’s election so to assume the defense thereofof such action, suit, Proceeding, claim, demand or assessment, the indemnifying party will not (so long as it Indemnifying Party shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to the Indemnified Party only for such indemnified party hereunder for any legal or other expense expenses subsequently incurred by such indemnified party the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on at the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation written request of the indemnifying Indemnifying Party. As to those third party and one actions, suits, Proceedings, claims, demands or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) assessments with respect to which the indemnifying party shall have failed within a reasonable period of time Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense defense, at its cost and expense, and will consult with the indemnified party is Indemnifying Party prior to settling or is reasonably likely to be prejudiced by such delayotherwise disposing of any of the same. The Indemnified Party will not settle any Claim without the prior consent of the Indemnifying Party, in any such event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld), conditioned or delayed. The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except Notwithstanding anything in this Section 10.6 to the extent settled in accordance with contrary, the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent Indemnifying Party shall not be unreasonably withheld, it permitted to assume the defense of any Proceeding if (1) the Claim for indemnification relates to or arises in connection with any alleged criminal activity; (2) the Claim seeks as the sole remedy any non-monetary relief against the Indemnified Party; or (3) such Claim is being understood that defended by the indemnified party shall carrier under the R&W Insurance Policy. The election of the Indemnifying Party to assume the defense or prosecution of a Claim will not be deemed an admission by the Indemnifying Party that the claims made in the Claim are within the scope of or subject to be unreasonable indemnification under this Agreement. The parties shall cooperate in withholding its consent if the proposed settlement imposes defense or prosecution of any obligation third party Claim, with such cooperation to include (x) the retention and, upon the Indemnifying Party’s request, the provision to the Indemnifying Party of records and information that are reasonably relevant to such third party Claim, and (y) the making available of employees on the indemnified party)a mutually convenient basis for providing additional information and explanation of any material provided hereunder.

Defense of Actions. In any case in which any such action is brought against any indemnified party(a) The Indemnified Party shall permit the Indemnifying Party, at the Indemnifying Party’s option and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notifiedexpense, to assume the complete defense of any Third Party Claim with full authority to conduct such defense and to settle or otherwise dispose of the same and the Indemnified Party will fully cooperate in such defense; provided, however, that the Indemnifying Party will not, in defense of any such Third Party Claim, except with the consent of the Indemnified Party (which consent will not be unreasonably withheld, conditioned or delayed), consent to the entry of any Order or enter into any settlement (a) which provides for any relief other than the payment of monetary damages and/or (b) which does not include as an unconditional term thereof the giving by the third-party claimant to the Indemnified Party of a release from all liability in respect thereof, with counsel reasonably satisfactory . After notice to such indemnified party, and after notice from the indemnifying party to such indemnified party Indemnified Party of its the Indemnifying Party’s election so to assume the defense thereofof such Third Party Claim, the indemnifying party will not (so long as it Indemnifying Party shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to the Indemnified Party only for such indemnified party hereunder for any legal or other expense expenses subsequently incurred by such indemnified party the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on at the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation written request of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) Indemnifying Party. As to those Third Party Claims with respect to which the indemnifying party shall have failed within a reasonable period of time Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense defense, at its cost and expense, and will consult with the indemnified party is Indemnifying Party prior to settling or is reasonably likely to be prejudiced by such delayotherwise disposing of any of the same. The Indemnified Party will not settle any Third Party Claim without the prior consent of the Indemnifying Party, in any such event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld, conditioned or delayed. The Parties shall cooperate in the defense or prosecution of any Third Party Claim, with such cooperation to include (i) the retention and, upon the Indemnifying Party’s request, the provision to the Indemnifying Party of records and information that are reasonably relevant to such Third Party Claim, and (ii) the making available of employees on a mutually convenient basis for providing additional information and explanation of any material provided hereunder. Notwithstanding the foregoing, any Applicable Tax Contest shall be governed by Article X to the extent inconsistent with this Section 11.9. (b) Prior to assuming control of such defense, the Indemnifying Party shall (i) acknowledge that it would have an indemnity obligation for any Loss resulting from such Third Party Claim as provided under this Article XI and (ii) furnish the Indemnified Party with reasonable evidence that the Indemnifying Party has adequate resources to defend the Third Party Claim and to fulfill its indemnity obligations hereunder (taking into account any other pending claims and the funds remaining with the Retention Escrow Agent). The indemnifying party Indemnifying Party shall lose not be entitled to assume or control the defense of any Third Party Claim, and shall pay the fees and expenses of counsel retained by the Indemnified Party in connection therewith, if (A) the Indemnifying Party does not deliver the acknowledgement and furnish the evidence described in the immediately preceding sentence within twenty (20) days of receipt of notice of the claim pursuant hereto; (B) the Indemnified Party reasonably believes an adverse determination with respect to the claim would be materially detrimental to the reputation or future business prospects of the Indemnified Party or any of its right Affiliates; (C) the claim relates to defendor arises in connection with any criminal proceeding, contestaction, litigate indictment, allegation or investigation or seeks injunctive or equitable relief against the Indemnified Party or any of its Affiliates; or (D) the Indemnifying Party has failed or is failing to prosecute or defend vigorously the claim. (c) If the Indemnifying Party assumes such defense, the Indemnified Party shall be entitled to participate in the defense of any Third Party Claim and settle to employ counsel of its choice for such purpose. The fees and expenses of such separate counsel with respect to the Third Party Claim shall be paid by the Indemnified Party; provided, however, that the Indemnifying Party shall pay the fees and expenses of such separate counsel (i) incurred by the Indemnified Party prior to the date the Indemnifying Party assumes control of the defense of the Third Party Claim and (ii) if representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a matter conflict of interest. Notwithstanding the foregoing, if counsel for the Indemnified Party reasonably determines that there is a conflict between the positions of the Indemnifying Party and the Indemnified Party in conducting the defense of such action or that there are legal defenses available to such Indemnified Party different from or in addition to those available to the Indemnifying Party, then counsel for the Indemnified Party shall be entitled, if the Indemnified Party so elects, to conduct the defense to the extent reasonably determined by such counsel to protect the interests of the Indemnified Party and the Indemnifying Party shall be liable for the reasonable legal fees and expenses of the Indemnified Party; provided, however, that the Indemnifying Party shall not be required to pay for more than one such counsel (plus any appropriate local counsel) for all Indemnified Parties in connection with any Third Party Claim. (d) If the Indemnifying Party chooses to defend or prosecute a Third Party Claim, all the Indemnified Parties shall reasonably cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon the Indemnifying Party’s request and at the Indemnifying Party’s expense) the provision to the Indemnifying Party of books and records and information that are reasonably relevant to such Third Party Claim and reasonable access to the personnel of Buyer and its subsidiaries and in the case of cooperation by Seller Indemnitees, Seller, in each case at mutually convenient times so long as such access does not unreasonably interfere with the business of Buyer and its subsidiaries. (e) If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party shall obtain the Indemnified Party’s consent prior to entering into any settlement, compromise or discharge of a Third Party Claim unless such settlement, compromise or discharge (i) by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third Party Claim (either directly or through the release of then-remaining funds from the Retention Escrow Account sufficient to satisfy such liability), (ii) expressly and unconditionally releases the Indemnified Party completely in connection with such Third Party Claim, (iii) does not impose any injunctive or other equitable relief on the Indemnified Party, and (iv) does not include any admission or finding of any violation of Law by or otherwise expressly disparage the Indemnified Party. (f) In the event any Indemnified Party should have a claim against any Indemnifying Party under Section 11.2 and Section 11.3 that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party shall deliver notice of such claim with reasonable promptness to the Indemnifying Party. Subject to Section 11.4 and Section 11.5, the failure by any Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it shall fail may have to diligently contest such matter (Indemnified Party under Section 11.2 and Section 11.3, except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified party)Indemnifying Party demonstrates that it has been actually and materially prejudiced by such failure.

Defense of Actions. In any case in which any such action is brought against any indemnified partyThe Indemnified Party shall permit the Indemnifying Party, at the Indemnifying Party's option and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notifiedexpense, to assume the complete defense thereofof any Claim based on any action, suit, proceeding, claim, demand or assessment by any third party with counsel reasonably satisfactory full authority to conduct such indemnified partydefense and to settle or otherwise dispose of the same, and after the Indemnified Party will fully cooperate in such defense; PROVIDED that the Indemnifying Party will not, in defense of any such action, suit, proceeding, claim, demand or assessment, except with the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld), consent to the entry of any judgment or enter into any settlement which provides for any relief other than the payment of monetary damages and which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party of a release from all liability in respect thereof. After notice from to the indemnifying party to such indemnified party Indemnified Party of its the Indemnifying Party's election so to assume the defense thereofof such action, suit, proceeding, claim, demand or assessment, the indemnifying party will not (so long as it Indemnifying Party shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to the Indemnified Party for such indemnified party hereunder for any legal or other expense expenses subsequently incurred by such indemnified party the Indemnified Party in connection with the defense thereof other than reasonable costs at the request of investigationthe Indemnifying Party. As to those actions, supervision suits, proceedings, claims, demands or assessments with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense, at its cost and monitoring (unless (i) such indemnified party reasonably objects expense, and will consult with the Indemnifying Party prior to such assumption on settling or otherwise disposing of any of the grounds that there may be defenses available to it which are different from or in addition same. Notwithstanding anything to the defenses available contrary herein, with respect to any Claim asserted by a governmental entity relating to Taxes, the Indemnifying Party shall be entitled to participate in the defense, but the Indemnified Party shall control such indemnifying party, (ii) counsel to defense. The Indemnified Party will not settle any such Claim without the indemnifying party has informed the indemnifying party that the joint representation prior consent of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conductIndemnifying Party, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delay, in any such event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld). The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified party).

Defense of Actions. In (a) Except with respect to any case Scheduled Claim, in which the event that the Indemnifying Parties acknowledge in writing a duty to defend with respect to such Action, the Indemnifying Parties shall have the right, at their expense, to control the defense of any such action is brought against any indemnified partyAction. If the Indemnifying Parties wish to control the defense of such Action, and it notifies an indemnifying party they shall deliver written notice thereof to the Indemnified Parties within sixty (60) days after receipt of the commencement thereofnotice described in Section 11.6. 1. After such notice, the indemnifying party will Indemnifying Parties shall engage independent internal or external legal counsel (and reasonably acceptable to the Indemnified Parties) to assume the defense of such Action; provided, however, that the Indemnified Party may also participate in such defense, at its own expense; and provided, further, that any Indemnifying Party shall not be entitled to participate thereinassume the defense or control of any Action if (i) the Indemnifying Party fails to acknowledge its duty to defend as set forth in the preceding sentence, and(ii) the Indemnified Party agrees, to the extent that it may wish, jointly with any other indemnifying party similarly notifiedin writing, to assume the defense thereofof such Action and forego any indemnity claimed under this Section 11, (iii) in the reasonable opinion of legal counsel for the Indemnified Party, such Action involves the potential imposition of a criminal liability on the Indemnified Party, its directors, officers, employees or agents, (iv) in the reasonable opinion of legal counsel for the Indemnified Party, an actual or potential conflict of interest exists where it is advisable for such Indemnified Party to be represented by separate legal counsel, or (v) with respect to Parent only, failure to stay the enforcement of such Action will result in the imminent risk of sale, forfeiture or loss of all or any material portion of the Assets or a material disruption in the operation of the acquired business. In the circumstances identified in the foregoing subsections 11.6.2(a)(i) through (v), the Indemnified Party shall be entitled to control and assume responsibility for the defense of such Action, at the cost and expense of the Indemnifying Party. The Indemnifying Party may, in any event, participate in such proceedings at its own cost and expense. (b) With respect to any Scheduled Claim, RMO shall have the right and obligation, at his expense, to control the defense of such Scheduled Claim. Parent also may participate in such defense, at its own expense. RMO shall have the right to select and engage internal or external legal counsel (which shall be reasonably satisfactory acceptable to such indemnified party, Parent if selected and engaged after notice from the indemnifying party to such indemnified party date of its election so this Agreement) to assume the defense thereofof such Scheduled Claim. From and after the Effective Date, the indemnifying party will not (so long as it cost of the defense of all Scheduled Claims and any claims that arise or are filed between the Effective Date and the Closing Date shall continue to be borne by the Parent provided, however, the cost of the defense of any claims that arise after the date of this Agreement, but before the Closing Date, shall be borne by RMO. 11.6.2.2. The Indemnifying Party, in the defense of any such Action, shall have the right in its sole discretion to defendsettle such Action only if (a) settlement involves only the payment of money and execution of appropriate releases of the Indemnified Party and its Affiliates, contestas the case may be, litigate (b) there is no finding or admission of any violation of Law or violation of the rights of any Person by the Indemnified Party or its Affiliates, as the case may be, and settle (c) the matter in question in accordance Indemnified Party or its Affiliates, as the case may be, will have no liability with this paragraph) be liable respect to such indemnified party hereunder for any legal compromise or other expense subsequently incurred by settlement. Otherwise, no such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delay, in any such event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld). The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter Action shall be settled by an indemnifying party or agreed to without the prior written consent of the indemnified party Indemnified Party (which consent shall not be unreasonably withheld, it being understood that delayed or conditioned). If the indemnified party Indemnified Party withholds, delays or conditions its consent in an unreasonable manner, the Indemnified Party shall not be deemed entitled to be unreasonable indemnification under this Section 11 for any Loss in withholding its consent if excess of the proposed settlement imposes amount for which the Action could reasonably have been compromised but for such withholding, delay or conditioning of consent. 11.6.2.3. Except with respect to any obligation Scheduled Claim, in the event that the Indemnifying Parties shall not agree in writing to assume the defense of such Action or in the event the Indemnified Party assumes control of such Action pursuant to Section 11.6.2, the Indemnified Parties may engage internal or external legal counsel acceptable to them to assume the defense and may contest, pay, settle or compromise any such Action on such terms and conditions reasonably acceptable to the indemnified party)Indemnified Parties. If the Indemnifying Parties are obligated to indemnify the Indemnified Parties in respect to such Action under this Agreement, the fees and expenses of such counsel retained by the Indemnified Parties shall constitute litigation expenses subject to indemnification under this Section 11. 11.6.2.4. In the defense of any Action, regardless of who is in control, the Indemnified Parties and the Indemnifying Parties shall fully cooperate in good faith in connection with such defense and shall cause their legal counsel, accountants and Affiliates to do so, and shall make available to the other party all relevant books, records, and information (in such Person’s control) during normal business hours, and shall furnish to each other, at the Indemnifying Party’s expense, such other assistance as the other party may reasonably require in connection with such defense.

Defense of Actions. In Each Indemnified Party will give each Indemnifying Party written notice of any case Claim, subject to the provisions of this Section, as soon as practicable and in which any event within 15 business days after such action is brought against any indemnified partyIndemnified Party shall have had actual notice thereof, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will Indemnifying Party shall be entitled to participate thereindefend such action, and, to the extent that provided it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with employs counsel reasonably satisfactory to such indemnified partyIndemnified Party; provided, and after however, that the failure to give any such notice from shall not impair the indemnifying party rights of each Indemnified Party hereunder unless such failure materially impairs the ability of the Indemnifying Party to defend such indemnified party of its election so to assume the defense thereof, the indemnifying party will not (so long as it action. Each Indemnified Party shall continue to have the right to defendemploy its own counsel in any such case, contest, litigate but the fees and settle the matter in question in accordance with this paragraph) expenses of such counsel shall be liable to such indemnified party hereunder for any legal or other expense subsequently incurred borne by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless Indemnified Party unless: (i) the employment of such indemnified party counsel has been expressly authorized in writing by the Indemnifying Party; or (ii) the Indemnifying Party has not, within a reasonable time after receipt of written notice from the Indemnified Party, employed counsel reasonably objects satisfactory to such assumption on Indemnified Party to defend such action; or (iii) the grounds Indemnified Party shall reasonably conclude, upon the advice of its counsel, that there may be are defenses available to it which are different from or in addition to the conflict with defenses available to such indemnifying partythe Indemnifying Party, which conflict prevents Indemnifying Party's counsel from representing the Indemnified Party. In the event of either (i), (ii) or (iii), counsel to the indemnifying party has informed the indemnifying party that the joint representation of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delay, in any such event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party Indemnifying Party shall not be entitled to direct the defense of the Indemnified Party and the fees and expenses of counsel employed by the Indemnified Party shall be borne jointly and severally and advanced by the Indemnifying Party. The Indemnifying Party shall be liable for to the Indemnified Party in respect of any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld). The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to by the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party Indemnifying Party without the written consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified party)Indemnified Party.

Defense of Actions. In any case in which any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will 13.5.1. The Indemnifying Party shall be entitled to participate therein, in the defense of any Indemnification Claim and, subject to the extent that it may wishlimitations set forth in this Section, jointly with any other indemnifying party similarly notifiedshall be entitled, at the Indemnifying Party’s option and expense, to assume control over the defense thereof, of any Indemnification Claim with counsel reasonably satisfactory full authority to conduct such indemnified partydefense and to settle or otherwise dispose of the same, and after notice from the indemnifying party Indemnified Party will fully cooperate in such defense; provided that, prior to assuming control of such indemnified party of its election so to assume the defense thereofdefense, the indemnifying party will not (so long as Indemnifying Party must acknowledge that it shall continue to would have the right to defend, contest, litigate and settle the matter in question an indemnification obligation in accordance with this paragraphARTICLE 13 (including as regards the relevant limitations hereunder) for the Damages of the Indemnified Party resulting from such Indemnification Claim. 13.5.2. The Indemnifying Party shall not be liable entitled to such indemnified party hereunder for any legal assume or other expense subsequently incurred by such indemnified party in connection with maintain control of the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless any Indemnification Claim if (i) such indemnified party reasonably objects the Indemnifying Party does not deliver the acknowledgement referred to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying partySection 13.5.1, (ii) counsel the Indemnification Claim relates to the indemnifying party has informed the indemnifying party that the joint representation of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conductarises in connection with any criminal proceeding, Action, indictment, allegation or investigation, (iii) the indemnifying party shall have Indemnified Party reasonably believes that an adverse determination with respect to the Indemnification Claim would be materially detrimental to the reputation or future business prospects of the Indemnified Party or any of its Affiliates, (iv) the Indemnification Claim seeks an injunction or equitable relief against the Indemnified Party or any of its Affiliates or (v) the Indemnifying Party has failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely failing to be prejudiced by such delay, in prosecute or defend vigorously the Third Party Claim. 13.5.3. If the Indemnifying Party shall assume the control of the defense of any such event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld). The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled Indemnification Claim in accordance with the next following sentence). No matter shall be settled by an indemnifying party without provisions of this Section 13.5, the Indemnifying Party will not, in defense of any such action, suit, proceeding, claim, demand or assessment, except with the prior written consent of the indemnified party Indemnified Party (which consent shall not be unreasonably withheld), it being understood that consent to the indemnified entry of any judgment or enter into any settlement (a) which provides for any relief other than the payment of monetary damages and (b) which does not include as an unconditional term thereof the giving by the Third Party claimant to the Indemnified Party of a release from all liability in respect thereof. 13.5.4. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such action, suit, proceeding, claim, demand or assessment, the Indemnifying Party will be liable to the Indemnified Party only for legal or other expenses incurred by the Indemnified Party (i) in connection with the defense thereof at the request of the Indemnifying Party and (ii) if representation of both the Indemnifying Party and the Indemnified Party by the same counsel would create a conflict of interest. As to those Third Party actions, suits, proceedings, claims, demands or assessments with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense, at such Indemnifying Party’s cost and expense, and will consult with the Indemnifying Party prior to settling or otherwise disposing of any of the same. The Indemnified Party will not settle any Indemnification Claim or consent to the entry of any judgment in respect thereof without the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld, conditioned or delayed. 13.5.5. Each party shall not be deemed cooperate, and shall cause their respective Affiliates to cooperate, in the defense or prosecution of any Indemnification Claim and shall furnish or cause to be unreasonable furnished such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials or appeals, as may be reasonably requested in withholding its consent if the proposed settlement imposes any obligation on the indemnified party)connection therewith.

Defense of Actions. In any case in which any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not (so long as it The Indemnitor shall continue to have the right to defendassume and control the defense of any claim, contestaction, litigate suit, proceeding or investigation alleged, brought or asserted by any Person (including by or in the right of the Company) as to which any Indemnitee is entitled to indemnification hereunder (an "Action") and settle the matter right to retain counsel of his choice (reasonably satisfactory to the Indemnitees) in question connection therewith; PROVIDED, HOWEVER, that if the defendants in accordance with this paragraphany Action include both the Indemnitor and one or more of the Indemnitees and there exists a conflict of interest which would prevent counsel retained by the Indemnitor from also representing such Indemnitee(s), then such Indemnitee(s) shall have the right to select separate counsel to participate in the defense of such Action on behalf of such Indemnitee(s). The Indemnitor shall not be liable to such indemnified party hereunder the Indemnitees pursuant to Section 5.1 for any legal fees or other expense subsequently disbursements incurred by such indemnified party them in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition any Action subsequent to the defenses available to such indemnifying party, (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation time of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards Indemnitor's assumption of professional conduct, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delay, in any such event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel)thereof. An indemnifying party The Indemnitor shall not be liable for entitled to settle or compromise any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld). The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party Action without the prior written consent of the indemnified party Indemnitees (which consent shall not be unreasonably withheld, it being understood that delayed or conditioned), unless such settlement or compromise includes the indemnified party unconditional general release of all Indemnitees without any liability or other further obligation on their part. No Indemnitee shall be entitled to settle or compromise any Action the defense of which (having previously received notice thereof) the Indemnitor shall have assumed without the prior written consent of the Indemnitor (which consent shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified partyunreasonably withheld, delayed or conditioned).

Defense of Actions. In any case in which any such action is brought against any indemnified partyThe Indemnified Party will permit the Indemnifying Party, at the Indemnifying Party’s option and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notifiedexpense, to assume the complete defense thereofof any Indemnification Claim based on any Action, claim, demand or assessment by any Third Party with counsel reasonably satisfactory full authority to conduct such indemnified partydefense and to settle or otherwise dispose of the same, and after the Indemnified Party will fully cooperate in such defense; provided the Indemnifying Party will not, in defense of any such Action, claim, demand or assessment, except with the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld), consent to the entry of any judgment or enter into any settlement (a) which provides for any relief other than the payment of monetary damages and (b) which does not include as an unconditional term thereof the giving by the Third Party claimant to the Indemnified Party of a release from all liability in respect thereof. After notice from to the indemnifying party to such indemnified party Indemnified Party of its the Indemnifying Party’s election so to assume the defense thereofof such Action, claim, demand or assessment, the indemnifying party Indemnifying Party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to the Indemnified Party only for such indemnified party hereunder for any legal or other expense expenses subsequently incurred by such indemnified party the Indemnified Party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on at the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation request of the indemnifying party and one Indemnifying Party. As to those Third Party Actions, claims, demands or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) assessments with respect to which the indemnifying party shall have failed within a reasonable period of time Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in such defense defense, at its cost and expense, and will consult with the indemnified party is Indemnifying Party prior to settling or is reasonably likely to be prejudiced by such delayotherwise disposing of any of the same. The Indemnified Party will not settle any Indemnification Claim without the prior written consent of the Indemnifying Party, in any such event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld). The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified party).

Defense of Actions. In (a) Except with respect to any case Scheduled Claim, in which the event that the Indemnifying Parties acknowledge in writing a duty to defend with respect to such Action, the Indemnifying Parties shall have the right, at their expense, to control the defense of any such action is brought against any indemnified partyAction. If the Indemnifying Parties wish to control the defense of such Action, and it notifies an indemnifying party they shall deliver written notice thereof to the Indemnified Parties within sixty (60) days after receipt of the commencement thereofnotice described in Section 11.6. 1. After such notice, the indemnifying party will Indemnifying Parties shall engage independent internal or external legal counsel (and reasonably acceptable to the Indemnified Parties) to assume the defense of such Action; provided, however, that the Indemnified Party may also participate in such defense, at its own expense; and provided, further, that any Indemnifying Party shall not be entitled to participate thereinassume the defense or control of any Action if (i) the Indemnifying Party fails to acknowledge its duty to defend as set forth in the preceding sentence, and(ii) the Indemnified Party agrees, to the extent that it may wish, jointly with any other indemnifying party similarly notifiedin writing, to assume the defense thereofof such Action and forego any indemnity claimed under this Section 11, (iii) in the reasonable opinion of legal counsel for the Indemnified Party, such Action involves the potential imposition of a criminal liability on the Indemnified Party, its directors, officers, employees or agents, (iv) in the reasonable opinion of legal counsel for the Indemnified Party, an actual or potential conflict of interest exists where it is advisable for such Indemnified Party to be represented by separate legal counsel, or (v) with respect to Purchaser only, failure to stay the enforcement of such Action will result in the imminent risk of sale, forfeiture or loss of all or any material portion of the Assets or a material disruption in the operation of the acquired business. In the circumstances identified in the foregoing subsections 11.6.2(a)(i) through (v), the Indemnified Party shall be entitled to control and assume responsibility for the defense of such Action, at the cost and expense of the Indemnifying Party. The Indemnifying Party may, in any event, participate in such proceedings at its own cost and expense. (b) With respect to any Scheduled Claim, Seller shall have the right and obligation, at its expense, to control the defense of such Scheduled Claim. Purchaser also may participate in such defense, at its own expense. Seller shall have the right to select and engage internal or external legal counsel (which shall be reasonably satisfactory acceptable to such indemnified party, Purchaser if selected and engaged after notice from the indemnifying party to such indemnified party date of its election so this Agreement) to assume the defense thereofof such Scheduled Claim. From and after the Effective Date, the indemnifying party will not (so long as it cost of the defense of all Scheduled Claims and any claims that arise or are filed between the Effective Date and the Closing Date shall continue to be borne by the Purchaser provided, however, the cost of the defense of any claims that arise after the date of this Agreement, but before the Closing Date, shall be borne by Seller. 11.6.2.2. The Indemnifying Party, in the defense of any such Action, shall have the right in its sole discretion to defendsettle such Action only if (a) settlement involves only the payment of money and execution of appropriate releases of the Indemnified Party and its Affiliates, contestas the case may be, litigate (b) there is no finding or admission of any violation of Law or violation of the rights of any Person by the Indemnified Party or its Affiliates, as the case may be, and settle (c) the matter in question in accordance Indemnified Party or its Affiliates, as the case may be, will have no liability with this paragraph) be liable respect to such indemnified party hereunder for any legal compromise or other expense subsequently incurred by settlement. Otherwise, no such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delay, in any such event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld). The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter Action shall be settled by an indemnifying party or agreed to without the prior written consent of the indemnified party Indemnified Party (which consent shall not be unreasonably withheld, it being understood that delayed or conditioned). If the indemnified party Indemnified Party withholds, delays or conditions its consent in an unreasonable manner, the Indemnified Party shall not be deemed entitled to be unreasonable indemnification under this Section 11 for any Loss in withholding its consent if excess of the proposed settlement imposes amount for which the Action could reasonably have been compromised but for such withholding, delay or conditioning of consent. 11.6.2.3. Except with respect to any obligation Scheduled Claim, in the event that the Indemnifying Parties shall not agree in writing to assume the defense of such Action or in the event the Indemnified Party assumes control of such Action pursuant to Section 11.6.2, the Indemnified Parties may engage internal or external legal counsel acceptable to them to assume the defense and may contest, pay, settle or compromise any such Action on such terms and conditions reasonably acceptable to the indemnified party)Indemnified Parties. If the Indemnifying Parties are obligated to indemnify the Indemnified Parties in respect to such Action under this Agreement, the fees and expenses of such counsel retained by the Indemnified Parties shall constitute litigation expenses subject to indemnification under this Section 11. 11.6.2.4. In the defense of any Action, regardless of who is in control, the Indemnified Parties and the Indemnifying Parties shall fully cooperate in good faith in connection with such defense and shall cause their legal counsel, accountants and Affiliates to do so, and shall make available to the other party all relevant books, records, and information (in such Person’s control) during normal business hours, and shall furnish to each other, at the Indemnifying Party’s expense, such other assistance as the other party may reasonably require in connection with such defense.

Defense of Actions. In any case in which any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, party or (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delay, in any such either event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld)consent. The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemnified Annex A-16 party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified partyparty other than the payment of money).

Defense of Actions. In connection with any case in which claim giving rise to indemnity hereunder resulting from or arising out of any such action claim or legal proceeding by a person who is brought against any indemnified party, and it notifies an indemnifying not a party of the commencement thereofto this Agreement, the indemnifying party will be entitled Indemnifying Party, at its sole cost and expense, may, upon written notice to participate thereinthe Indemnified Party, andassume the defense of such claim or legal proceeding, to the extent that it may wishthe Indemnifying Party admits in writing its liability, jointly with any other indemnifying party similarly notifiedsubject to the terms, conditions and limitations of this Article VIII, to the Indemnified Party with respect to all material elements thereof; provided, however, that the Indemnifying Party may undertake to defend any such claim under a reservation of rights with respect to its obligations to the Indemnified Party under this Article VIII, provided further that, in such event, the Indemnified Party may fully participate in such defense and, in the event the Indemnifying Party is determined to be liable to the Indemnified Party under this Article VIII, then the Indemnifying Party shall also reimburse the Indemnified Party for all costs and expenses (including, without limitation, legal or other expenses for investigating or defending such action) incurred by the Indemnified Party in such defense. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, the obligations of the Indemnifying Party hereunder as to such claim or legal proceeding shall be limited to taking all steps necessary in the defense or settlement thereof and to holding the Indemnified Party harmless from and against any losses, damages, expenses, or liability caused by or arising out of any settlement approved by the Indemnifying Party or any judgment in connection with such claim or legal proceeding. Each Indemnified Party agrees that it will cooperate with the Indemnifying Party in the defense of any such action, the defense of which is assumed by the Indemnifying Party. Except with the consent of the Indemnified Party, the Indemnifying Party shall not consent to the entry of any judgment arising from any such claim or legal proceeding which, in each case, does not include as an unconditional term thereof the delivering by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect thereof, unless the Indemnifying Party has actually paid to the Indemnified Party the full amount of such judgment or settlement or the full amount of the indemnity limits hereunder, whichever is less. If the Indemnifying Party does not assume the defense thereofof any claim or litigation, with counsel reasonably satisfactory to any Indemnified Party may defend against such indemnified party, and after notice from the indemnifying party to claim or litigation in such indemnified party of its election so to assume the defense thereof, the indemnifying party will not (so long manner as it shall continue to have may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition same to the defenses available to Indemnifying Party, on such indemnifying party, (ii) counsel to terms as the indemnifying party has informed the indemnifying party that the joint representation of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delay, in any such event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld)Indemnified Party may deem appropriate. The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to Indemnifying Party will promptly reimburse the extent settled Indemnified Party in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified party)provisions hereof.

Defense of Actions. In connection with any case in which claim giving rise to indemnity hereunder resulting from or arising out of any such action claim or legal proceeding by a person who is brought against any indemnified party, and it notifies an indemnifying not a party of the commencement thereofto this Agreement, the indemnifying party will be entitled party, at its sole cost and expense, may, upon written notice to participate thereinthe Indemnified Party, andassume the defense of such claim or legal proceeding, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party admits in writing its liability to the Indemnified Party with respect to all material elements thereof. If the indemnifying party assumes the defense of any such claim or legal proceeding, the obligations of the indemnifying party hereunder as to such indemnified party of its election so 27 28 claim or legal proceeding shall be limited to assume taking all steps necessary in the defense thereofor settlement thereof and to holding the Indemnified Party harmless from and against any losses, damages, expenses, or liability caused by or arising out of any settlement approved by the indemnifying party or any judgment in connection with such claim or legal proceeding. Each Indemnified Party agrees that it will cooperate with the indemnifying party in the defense of any such action, the defense of which is assumed by the indemnifying party. Except with the consent of the Indemnified Party, the indemnifying party will shall not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition consent to the defenses available entry of any judgment arising from any such claim or legal proceeding which, in each case, does not include as an unconditional term thereof the delivering by the claimant or the plaintiff to such indemnifying partythe Indemnified Party of a release from all liability in respect thereof, (ii) counsel to unless the indemnifying party has informed actually paid to the Indemnified Party the full amount of such judgment or settlement. If the indemnifying party that does not assume the joint representation defense of any claim or litigation, any Indemnified Party may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) same to the indemnifying party shall have failed within a reasonable period of time to assume party, on such defense and terms as the indemnified party is or is reasonably likely to be prejudiced by such delay, in any such event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld)Indemnified Party may deem appropriate. The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to will promptly reimburse the extent settled Indemnified Party in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified party)provisions hereof.

Defense of Actions. In any case in which any such action is brought against any indemnified partyThe Indemnified Party shall permit the Indemnifying Party, at the Indemnifying Party’s option and it notifies an indemnifying party expense, within 30 days of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with Indemnifying Party’s receipt of notice of any other indemnifying party similarly notifiedClaim, to assume the complete defense thereofof any Claim based on any action, suit, proceeding, claim, demand or assessment by any third party with full authority to conduct such defense, through counsel reasonably satisfactory acceptable to such indemnified partythe Indemnified Party at the expense of the Indemnifying Party, and after notice to settle or otherwise dispose of the same and the Indemnified Party will reasonably cooperate in such defense; provided the Indemnifying Party will not, in defense of any such action, suit, proceeding, claim, demand or assessment, except with the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld), consent to the entry of any Judgment or enter into any settlement (a) which provides for any relief other than the payment of monetary damages for which Indemnifying Party is obligated to indemnify Indemnified Party hereunder for the full amount of such damages, (b) which does not include as an unconditional term thereof the giving by the third-party claimant to the Indemnified Party of a release from all liability in respect thereof and/or (c) which includes any admission of wrongdoing or misconduct by the indemnifying party to such indemnified party of its election so to assume Indemnified Party. If the Indemnifying Party has assumed the defense thereofof such action, the indemnifying party will not (so long as it shall continue to have the right to defendsuit, contestproceeding, litigate and settle the matter in question claim, demand or assessment, in accordance with this paragraphSection 10.06, (i) the Indemnifying Party shall be liable to the Indemnified Party only for such indemnified party hereunder for any legal or other expense expenses subsequently incurred by such indemnified party the Indemnified Party in connection with the defense thereof other than reasonable costs at the request of investigation, supervision the Indemnifying Party and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, (ii) the Indemnifying Party will afford the Indemnified Party an opportunity to participate in such defense through counsel to chosen by the indemnifying party has informed the indemnifying party Indemnified Party (provided that the joint representation fees and expenses of the indemnifying party and one or more indemnified parties could such counsel shall be inappropriate under applicable standards of professional conduct, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced paid by such delay, in any such event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party Indemnified Party) and shall not be liable for enter into any settlement of such Claim for the payment of monetary damages unless (A) the Indemnified Party consents in writing to such settlement or (B) the Indemnifying Party confirms in writing to the Indemnified Party that the Indemnifying Party will be responsible for indemnifying the Indemnified Party for the Damages resulting from such Claim, to the extent provided in (and subject to the parameters of) this Article X. As to those third-party actions, suits, proceedings, claims, demands or assessments with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an action opportunity to participate in such defense, at its cost and expense, and will consult with the Indemnifying Party prior to settling or claim effected otherwise disposing of any of the same. The Indemnified Party will not settle any Claim without its the prior consent (of the Indemnifying Party, such consent not to be unreasonably withheld). The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except Notwithstanding anything in this Section 10.06 to the extent settled in accordance with contrary, (x) the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent Indemnifying Party shall not be unreasonably withheldpermitted to assume the defense of any action, it being understood suit, proceeding, claim, demand or assessment if (1) the Claim for indemnification relates to or arises in connection with any criminal Action; (2) the claim seeks an injunction or equitable relief against the Indemnified Party (other than an injunction or equitable relief against the Indemnified Party that is incidental to monetary damages as the indemnified party shall not be deemed primary relief sought); or (3) the amount of Damages suffered or expected to be unreasonable suffered with respect to such Claim has or would reasonably be expected to result in withholding its consent if Damages in excess of the proposed settlement imposes amounts available for indemnification pursuant to this Article X, and (y) the Indemnified Party shall have the right to employ one separate co-counsel and to participate in the defense in such action or proceeding, and the Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel, if, based on advice from counsel, there exists any obligation on actual or potential conflict of interest between the indemnified party)Indemnified Party and the Indemnifying Party in connection with the defense of the third-party Claim. In any event, the Indemnified Party and the Indemnifying Party and their respective counsel shall cooperate in the defense of any third-party Claim subject to this Article X and keep each other informed of all significant developments relating to any such third-party Claim, and provide copies of all relevant correspondence and documentation relating thereto.

Defense of Actions. In any case in which any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, conduct or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and (with counsel reasonably satisfactory to the indemnified party is or is reasonably likely to be prejudiced by such delayparty), in any such event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An No indemnifying party shall not be liable for any settlement of an action or claim any proceeding effected without its written consent, which consent (such consent shall not to be unreasonably withheld), conditioned or delayed, but if settled with such consent or if there is a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party to the extent provided elsewhere herein against any Losses by reason of such settlement or judgment. The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, conditioned or delayed it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified party other than the payment of monetary damages which will be fully indemnified by the indemnifying party). No indemnifying party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened action in respect of which any indemnified party is or could have been a party and indemnity could have been sought hereunder by such indemnified party unless such settlement (i) includes an unconditional release of such indemnified party from all liability on any claims that are the subject matter of such action and (ii) does not include a statement as to, or an admission of, fault, culpability or a failure to act by or on behalf of an indemnified party.

Defense of Actions. In Each party indemnified pursuant to Sections ------------------ 19(a) or 19(b) hereof (an "Indemnified Party") will give the indemnitor (the "Indemnitor") written notice of any case in action or proceeding relating to a claim or loss for which indemnity is sought hereunder within ten (10) business days after any such action Indemnified Party shall have had actual notice thereof; provided, however, that failure to give such notice shall not impair the Indemnified Party's rights unless the Indemnitor is brought against actually prejudiced by such failure. The Indemnified Party and the Indemnitor shall work cooperatively to minimize any indemnified party, claim or loss for which indemnity is sought and it notifies an indemnifying party the Indemnitor shall have ten (10) days after receipt of the commencement thereofaforementioned written notice to cure any breach (to the extent that such breach can be cured) that leads to a request for indemnity. The Indemnitor, the indemnifying party will at its option and expense, shall be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume in or direct the defense thereofor settlement of such action, with provided the Indemnitor employs counsel reasonably satisfactory to such indemnified party, and after notice from Indemnified Party; provided that prior to the indemnifying party Indemnitor assuming control of such defense it shall first demonstrate to the Indemnified Party in writing such Indemnitor's financial ability to provide full indemnification to the Indemnified Party with respect to such indemnified party action, lawsuit, proceeding, investigation or other claim giving rise to such claim for indemnification hereunder and provided further, that: (i) the Indemnified Party shall be entitled to participate in the defense of such claim and to employ counsel of its election so choice for such purpose; provided that the fees and expenses of such separate counsel shall be borne by the Indemnified Party other than any fees and expenses of such separate counsel that are reasonably incurred prior to assume the date Indemnitor effectively assumes control of such defense which, notwithstanding the foregoing shall be borne by the Indemnitor, provided, however, that the Indemnified Party is not responsible for any delay in Indemnitor assuming control of such defense. (ii) if the Indemnitor shall control the defense thereofof any such claim, the indemnifying party Indemnitor shall obtain the prior written consent of the Indemnified Party before entering into any settlement of a claim or ceasing to defend such claim if, pursuant to or as a result of such settlement or cessation, injunctive or other equitable relief will be imposed against the Indemnitee or if such settlement does not (so long as it expressly and unconditionally release the Indemnified Party from all liabilities and obligations with respect to such claim, without prejudice. Such Indemnified Party shall continue to have the right to defendemploy its own counsel in any such case, contest, litigate but the Indemnitor shall not have the right to assume control of such defense and settle the matter in question in accordance with this paragraph) fees and expenses of such counsel shall be liable to such indemnified party hereunder for any legal or other expense subsequently incurred borne by such indemnified party Indemnified Party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless event (i) the employment of such indemnified party reasonably objects to such assumption on counsel has been authorized by the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying partyIndemnitor, (ii) counsel the Indemnitor fails to defend the indemnifying party has informed the indemnifying party that the joint representation of the indemnifying party claim in a vigorous and one or more indemnified parties could be inappropriate under applicable standards of professional conducttime manner, or (iii) such Indemnified Party and counsel selected by the indemnifying party Indemnitor shall have failed within a reasonable period reasonably conclude that there are defenses available to the Indemnified Party that are in conflict with those available to the Indemnitor. In the event of time to assume such defense and the indemnified party is any of (i), (ii) or is reasonably likely to be prejudiced (iii), expenses of counsel employed by such delay, in any such event the indemnified party Indemnified Party shall be promptly reimbursed borne by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld). The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified party)Indemnitor.

Defense of Actions. In connection with any case in which claim giving rise to indemnity hereunder resulting from or arising out of any such action claim or legal proceeding by a person who is brought against any indemnified party, and it notifies an indemnifying not a party of the commencement thereofto this Agreement, the indemnifying party will be entitled party, at its sole cost and expense, may, upon written notice to participate thereinthe Indemnified Party, andassume the defense of such claim or legal proceeding, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and after notice from the indemnifying party admits in writing its liability to such indemnified party of its election so the Indemnified Party with respect to assume the defense all material elements thereof, . If the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with assumes the defense thereof other than reasonable costs of investigationany such claim or legal proceeding, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which are different from or in addition to the defenses available to such indemnifying party, (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation obligations of the indemnifying party hereunder as to such claim or legal proceeding shall be limited to taking all steps necessary in the defense or settlement thereof and one or more indemnified parties could be inappropriate under applicable standards of professional conductto holding the Indemnified Party harmless from and against any losses, damages, expenses, or liability caused by or arising out of any settlement approved by the indemnifying party or any judgment in connection with such claim or legal proceeding; provided that (iiii) the indemnifying party shall have failed within a reasonable period permit the Indemnified Party to participate in such settlement or defense through counsel chosen by the Indemnified Party, provided that the fees and expenses of time to assume such defense and the indemnified party is or is reasonably likely to counsel shall not be prejudiced by such delay, in any such event the indemnified party shall be promptly reimbursed borne by the indemnifying party for party, and (ii) the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for settle any settlement indemnifiable claim without the Indemnified Party’s consent. Each Indemnified Party agrees that it will cooperate with the indemnifying party in the defense of any such action, the defense of which is assumed by the indemnifying party. Except with the consent of the Indemnified Party, the indemnifying party shall not consent to the entry of any judgment arising from any such claim or legal proceeding which, in each case, does not include as an action unconditional term thereof the delivering by the claimant or the plaintiff to the Indemnified Party of a release from all liability in respect thereof, unless the indemnifying party has actually paid to the Indemnified Party the full amount of such judgment or settlement. If the indemnifying party does not assume the defense of any claim effected without its consent (or litigation, any Indemnified Party may defend against such consent claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to be unreasonably withheld)the indemnifying party, on such terms as the Indemnified Party may deem appropriate. The indemnifying party shall lose its right to defend, contest, litigate and settle a matter if it shall fail to diligently contest such matter (except to will promptly reimburse the extent settled Indemnified Party in accordance with the next following sentence). No matter shall be settled by an indemnifying party without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified party)provisions hereof.

Defense of Actions. In any case in which any such action is brought against any indemnified party, and it notifies an indemnifying party of the commencement thereof, the indemnifying party will be entitled to participate therein, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel selected by the indemnifying party and reasonably satisfactory to such indemnified party, and after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, thereof the indemnifying party will not (so long as it shall continue to have the right to defend, contest, litigate litigate, and settle the matter in question in accordance with this paragraph) be liable to such indemnified party hereunder for any legal or other expense subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation, supervision and monitoring (unless (i) such indemnified party reasonably objects to such assumption on the grounds that there may be defenses available to it which that are different from or in addition to the defenses available to such indemnifying party, (ii) counsel to the indemnifying party has informed the indemnifying party that the joint representation of the indemnifying party and one or more indemnified parties could be inappropriate under applicable standards of professional conduct, or (iii) the indemnifying party shall have failed within a reasonable period of time to assume such defense and the indemnified party is or is reasonably likely to be prejudiced by such delay, in any such which event the indemnified party shall be promptly reimbursed by the indemnifying party for the expenses incurred in connection with retaining separate legal counsel). An indemnifying party shall not be liable for any settlement of an action or claim effected without its consent (such consent not to be unreasonably withheld)prior written consent. The indemnifying party shall lose its right to defend, contest, litigate litigate, and settle a matter if it shall fail diligently to diligently contest such matter (except to the extent settled in accordance with the next following sentence). No matter to which an indemnified party is entitled to indemnity hereunder shall be settled by an indemnifying party (unless such settlement only involves the payment of money and does not include any other relief) without the consent of the indemnified party (which consent shall not be unreasonably withheld, it being understood that the indemnified party shall not be deemed to be unreasonable in withholding its consent if the proposed settlement imposes any obligation on the indemnified party).