Common use of Defense of Claim Clause in Contracts

Defense of Claim. If a Third Party Claim is made against an Indemnitee, the Indemnitor will be entitled, within thirty (30) days after receipt of written notice from the Indemnitee of the commencement or assertion of any such Third Party Claim, to assume the defense thereof by providing written notice to Indemnitee of its intention to assume the defense of such Third Party Claims within said thirty (30) day period (at the expense of the Indemnitor) with counsel selected by the Indemnitor and reasonably satisfactory to the Indemnitee for so long as the Indemnitor is conducting a good faith and diligent defense. Should the Indemnitor so elect to assume the defense of a Third Party Claim, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, that if under applicable standards of professional conduct a conflict of interest exists between the Indemnitor and the Indemnitee in respect of such claim, such Indemnitee shall have the right to employ separate counsel to represent such Indemnitee with respect to the matters as to which a conflict of interest exists and in that event the reasonable fees and expenses of such separate counsel shall be paid by such Indemnitor; provided, further, that the Indemnitor shall only be responsible for the reasonable fees and expenses of one separate counsel for such Indemnitee. If the Indemnitor assumes the defense of any Third Party Claim, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnitor. If the Indemnitor assumes the defense of any Third Party Claim, the Indemnitor will promptly supply to the Indemnitee copies of all correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee informed of developments relating to or in connection with such Third Party Claim, as may be reasonably requested by the Indemnitee (including, without limitation, providing to the Indemnitee on reasonable request updates and summaries as to the status thereof). If the Indemnitor chooses to defend a Third Party Claim, all Indemnitees shall reasonably cooperate with the Indemnitor in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnitor). If the Indemnitor does not elect to assume control by written acknowledgement of the defense of any Third Party Claim within the thirty day period set forth above, or if such good faith and diligent defense is not being or ceases to be conducted by the Indemnitor, the Indemnitee shall have the right, at the expense of the Indemnitor, after three (3) business days’ notice to the Indemnitor of its intent to do so, to undertake the defense of the Third Party Claim for the account of the Indemnitor (with counsel selected by the Indemnitee), and to compromise or settle such Third Party Claim, exercising reasonable business judgment.

Defense of Claim. If a Third Party Claim The Indemnitee shall have the right to be represented by counsel of its choice and to defend or otherwise control the handling of any third party claim or Legal Proceeding for which indemnity is made against an Indemniteesought. Notwithstanding the foregoing, the Indemnitor will be entitled, Shareholder Representative may elect on behalf of the Shareholders (by written notice by the Shareholder Representative to Motorola within thirty (30) days after receipt of written notice from the Indemnitee of the commencement or assertion of any such Third Party Claim, to assume the defense thereof by providing written notice to Indemnitee of its intention under Section 11.8(a)) to assume the defense of or otherwise control the handling of any such Third Party Claims within said thirty third party claim or Legal Proceeding (30) day period (at the expense of the Indemnitor) with counsel selected by the Indemnitor and reasonably satisfactory other than for matters relating to the Indemnitee intellectual property rights of Motorola (including Starfish), or claims by customers of Motorola) for which indemnity is sought so long as as, and only in the Indemnitor is conducting a good faith and diligent defenseevent that, the maximum amount reasonably expected to be payable with respect to any such Legal Proceeding by Starfish or Motorola would not exceed the Holdback Amount in Motorola's reasonable determination, subject to the further limitations provided herein. Should (a) If the Indemnitor Shareholder Representative so elect elects to assume the defense of any such claim or Legal Proceeding: (i) the Shareholders shall proceed to defend such claim or Legal Proceeding in a Third Party Claim, the Indemnitor will not be liable diligent manner with counsel reasonably satisfactory to the Indemnitee for any legal or other expenses subsequently incurred by Indemnitee; (ii) the Indemnitee shall make available to the Shareholder Representative any documents and materials in connection with the defense thereof; provided, that if under applicable standards possession of professional conduct a conflict of interest exists between the Indemnitor and the Indemnitee in respect of such claim, such Indemnitee shall have the right that may be necessary to employ separate counsel to represent such Indemnitee with respect to the matters as to which a conflict of interest exists and in that event the reasonable fees and expenses of such separate counsel shall be paid by such Indemnitor; provided, further, that the Indemnitor shall only be responsible for the reasonable fees and expenses of one separate counsel for such Indemnitee. If the Indemnitor assumes the defense of any Third Party Claim, such claim or Legal Proceeding; (iii) the Shareholder Representative shall keep the Indemnitee informed of all material developments and events relating to such claim or Legal Proceeding; (iv) the Indemnitee shall have the right to participate in the defense thereof of such claim or Legal Proceeding at the Indemnitee's expense; and (v) the Shareholder Representative shall have the right to employ counselsettle, at its own expenseadjust or compromise such claim or Legal Proceeding only with the consent of Motorola; provided, separate from the counsel employed by the Indemnitorhowever, that Motorola shall not unreasonably withhold such consent. (b) If the Indemnitor assumes Shareholder Representative does not (or cannot) elect to assume the defense of any Third Party Claimsuch third party claim or Legal Proceeding, the Indemnitor will promptly supply to Indemnitee may proceed with the Indemnitee copies defense of all correspondence and documents relating to such claim or in connection with such Third Party Claim and keep the Indemnitee informed of developments relating to or in connection with such Third Party Claim, as may be reasonably requested by the Indemnitee (including, without limitation, providing to the Indemnitee Legal Proceeding on reasonable request updates and summaries as to the status thereof)its own. If the Indemnitor chooses to defend a Third Party Claim, all Indemnitees shall reasonably cooperate Indemnitee so proceeds with the Indemnitor in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnitor). If the Indemnitor does not elect to assume control by written acknowledgement of the defense of any Third Party Claim within the thirty day period set forth above, such claim or if such good faith and diligent defense is not being or ceases Legal Proceeding on its own: (i) all expenses relating to be conducted by the Indemnitor, the Indemnitee shall have the right, at the expense of the Indemnitor, after three (3) business days’ notice to the Indemnitor of its intent to do so, to undertake the defense of the Third Party Claim for the account of the Indemnitor such claim or Legal Proceeding (with counsel selected whether or not incurred by the Indemnitee)) shall be borne and paid exclusively by the Shareholders out of the Holdback Amount, and to compromise or settle such Third Party Claim, exercising reasonable business judgment.A1-35

Defense of Claim. If a Third Party Claim is made against an Indemnitee, the Indemnitor will be entitled, within thirty (30) days after receipt of written notice from the Indemnitee of the commencement or assertion of any such Third Party Claim, to assume the defense thereof by providing written notice to Indemnitee of its intention to assume the defense of such Third Party Claims within said such thirty (30) day period (at the expense of the Indemnitor) with counsel selected by the Indemnitor and reasonably satisfactory to the Indemnitee for so long as the Indemnitor is conducting a good faith and diligent defense. Should the Indemnitor so elect to assume the defense of a Third Party Claim, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, however, that if under applicable standards of professional conduct a conflict of interest exists between the Indemnitor and the Indemnitee in respect of such claim, such Indemnitee shall have the right to employ separate counsel to represent such Indemnitee with respect to the matters as to which a conflict of interest exists and in that event the reasonable fees and expenses of such separate counsel shall be paid by such Indemnitor; provided, further, that the Indemnitor shall only be responsible for the reasonable fees and expenses of one separate counsel for such Indemnitee. If the Indemnitor assumes the defense of any Third Party Claim, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnitor. If the Indemnitor assumes the defense of any Third Party Claim, the Indemnitor will promptly supply to the Indemnitee copies of all correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee informed of developments relating to or in connection with such Third Party Claim, as may be reasonably requested by the Indemnitee (including, without limitation, providing to the Indemnitee on reasonable request updates and summaries as to the status thereof). If the Indemnitor chooses to defend a Third Party Claim, all Indemnitees shall reasonably cooperate with the Indemnitor in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnitor). If the Indemnitor does not elect to assume control by written acknowledgement of the defense of any Third Party Claim within the thirty (30) day period set forth above, or if such good faith and diligent defense is not being or ceases to be conducted by the Indemnitor, the Indemnitee shall have the right, at the expense of the Indemnitor, after three (3) business daysBusiness Days’ written notice to the Indemnitor of its intent to do so, to undertake the defense of the Third Party Claim for the account of the Indemnitor (with counsel selected by the Indemnitee), and to compromise or settle such Third Party Claim, exercising reasonable business judgment. Confidential Information - .

Defense of Claim. If a Third Party Claim is made against an IndemniteeCompany elects to defend or, if local procedural rules or laws do not permit the Indemnitor will be entitledsame, within thirty (30) days after receipt of written notice from the Indemnitee of the commencement or assertion of any such Third Party Claim, elects to assume the defense thereof by providing written notice to Indemnitee of its intention to assume the defense of such Third Party Claims within said thirty (30) day period (at the expense of the Indemnitor) with counsel selected by the Indemnitor and reasonably satisfactory to the Indemnitee for so long as the Indemnitor is conducting a good faith and diligent defense. Should the Indemnitor so elect to assume control the defense of a Third Party Claim, the Indemnitor will not it shall be liable entitled to do so provided (i) it gives notice to the Indemnitee for CDC Indemnified Party of its intention to do so within forty-five (45) days after the receipt of the written notice from the CDC Indemnified Party of the potentially indemnifiable Third Party Claim; (ii) the defense of such Third Party Claim by Company will not, in the reasonable judgment of the CDC Indemnified Party, have an adverse effect on the CDC Indemnified Party; (iii) Company has sufficient financial resources, in the reasonable judgment of the CDC Indemnified Party, to satisfy the amount of any legal or other expenses subsequently incurred by adverse monetary judgment that is reasonably likely to result; (iv) the Indemnitee Third Party Claim solely seeks (and continues to seek) monetary damages; and (v) Company expressly agrees in connection writing that as between Company and the CDC Indemnified Party, Company may only satisfy and discharge the Third Party Claim in accordance with the defense thereofprovisions set forth in this Agreement (the conditions set forth in clauses (i) through (v) are collectively referred to as the “Litigation Conditions”); providedand provided further, that if under applicable standards Company expressly agrees Company shall be responsible for satisfying and discharging any award made to the Third Party as a result of professional conduct a conflict of interest exists between such proceedings or settlement amount agreed with the Indemnitor and the Indemnitee Third Party in respect of the Third Party Claim. Subject to compliance with the Litigation Conditions, Company shall retain counsel reasonably acceptable to the CDC Indemnified Party (such claim, such Indemnitee shall have the right acceptance not to employ separate counsel be unreasonably withheld) to represent such Indemnitee with respect to the matters as to which a conflict of interest exists CDC Indemnified Party and in that event shall pay the reasonable fees and expenses of such separate counsel shall be paid by related to such Indemnitor; provided, further, that the Indemnitor shall only be responsible ***CONFIDENTIAL TREATMENT REQUESTED*** Note: The portions hereof for the reasonable fees and expenses of one separate counsel for such Indemnitee. If the Indemnitor assumes the defense of any Third Party Claim, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnitor. If the Indemnitor assumes the defense of any Third Party Claim, the Indemnitor will promptly supply to the Indemnitee copies of all correspondence and documents relating to or in connection which confidential treatment are being requested are denoted with such Third Party Claim and keep the Indemnitee informed of developments relating to or in connection with such Third Party Claim, as may be reasonably requested by the Indemnitee (including, without limitation, providing to the Indemnitee on reasonable request updates and summaries as to the status thereof). If the Indemnitor chooses to defend a Third Party Claim, all Indemnitees shall reasonably cooperate with the Indemnitor in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnitor). If the Indemnitor does not elect to assume control by written acknowledgement of the defense of any Third Party Claim within the thirty day period set forth above, or if such good faith and diligent defense is not being or ceases to be conducted by the Indemnitor, the Indemnitee shall have the right, at the expense of the Indemnitor, after three (3) business days’ notice to the Indemnitor of its intent to do so, to undertake the defense of the Third Party Claim for the account of the Indemnitor (with counsel selected by the Indemnitee), and to compromise or settle such Third Party Claim, exercising reasonable business judgment“*****”.

Defense of Claim. If a Third Party Claim is made against an Indemnitee, then except as set forth in Section 14.4 or Section 14.5, the Indemnitor will be entitled, within thirty (30) days after receipt of written notice from the Indemnitee of the commencement or assertion of any such Third Party Claim, to assume the defense thereof by providing written notice to Indemnitee of its intention to assume the defense of such Third Party Claims within said such thirty (30) day period (at the expense of the Indemnitor) with counsel selected by the Indemnitor and reasonably satisfactory to the Indemnitee for so long as the Indemnitor is conducting a good faith and diligent defense. Should the Indemnitor so elect to assume the defense of a such Third Party Claim, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, however, that if under applicable standards of professional conduct a conflict of interest exists between the Indemnitor and the Indemnitee in respect of such claim, such Indemnitee shall have the right to employ separate counsel to represent such Indemnitee with respect to the matters as to which a conflict of interest exists and in that event the reasonable fees and expenses of such separate counsel shall be paid by such Indemnitor; provided, further, that the Indemnitor shall only be responsible for the reasonable fees and expenses of one separate counsel for such Indemnitee. If the Indemnitor assumes the defense of any Third Party Claim, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnitor. If the Indemnitor assumes the defense of any Third Party Claim, the Indemnitor will promptly supply to the Indemnitee copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee reasonably informed of developments relating to or in connection with such Third Party Claim, as may be reasonably requested by the Indemnitee (including, without limitation, providing to the Indemnitee on reasonable request updates and summaries as to the status thereof). If the Indemnitor chooses to defend a Third Party Claim, all Indemnitees shall reasonably cooperate with the Indemnitor in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnitor). If the Indemnitor does not elect to assume control by written acknowledgement of the defense of any Third Party Claim within the thirty day period set forth above, or if such good faith and diligent defense is not being or ceases to be conducted by the Indemnitor, the Indemnitee shall have the right, at the expense of the Indemnitor, after three (3) business days’ notice to the Indemnitor of its intent to do so, to undertake the defense of the Third Party Claim for the account of the Indemnitor (with counsel selected by the Indemnitee), and to compromise or settle such Third Party Claim, exercising reasonable business judgment.acknowledgement

Defense of Claim. If a Third Party Claim is made against an Indemnitee, the Indemnitor will be entitled, within thirty (30) days after receipt of written notice from the Indemnitee of the commencement or assertion of any such Third Party Claim, to assume the defense thereof by providing written notice to Indemnitee of its intention to assume the defense of such Third Party Claims within said such thirty (30) day period (at the expense of the Indemnitor) with counsel selected by the Indemnitor and reasonably satisfactory to the Indemnitee for so long as the Indemnitor is conducting a good faith and diligent defense. Should the Indemnitor so elect to assume the defense of a Third Party Claim, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, however, that if under applicable standards of professional conduct a conflict of interest exists between the Indemnitor and the Indemnitee in respect of such claim, such Indemnitee shall have the right to employ separate counsel to represent such Indemnitee with respect to the matters as to which a conflict of interest exists and in that event the reasonable fees and expenses of such separate counsel shall be paid by such Indemnitor; provided, further, that the Indemnitor shall only be responsible for the reasonable fees and expenses of one separate counsel for such Indemnitee. If the Indemnitor assumes the defense of any Third Party Claim, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnitor. If the Indemnitor assumes the defense of any Third Party Claim, the Indemnitor will promptly supply to the Indemnitee copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee reasonably informed of developments relating to or in connection with such Third Party Claim, as may be reasonably requested by the Indemnitee (including, without limitation, providing to the Indemnitee on reasonable request updates and summaries as to the status thereof). If the Indemnitor chooses to defend a Third Party Claim, all Indemnitees shall reasonably cooperate with the Indemnitor in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnitor). If the Indemnitor does not elect to assume control by written acknowledgement of the defense of any Third Party Claim within the thirty (30) day period set forth above, or if such good faith and diligent defense is not being or ceases to be conducted by the Indemnitor, the Indemnitee shall have the right, at the expense of the Indemnitor, after three five (35) business daysBusiness Days’ written notice to the Indemnitor of its intent to do so, to undertake the defense of the Third Party Claim for the account of the Indemnitor (with counsel selected by the Indemnitee), and to compromise or settle such Third Party Claim, exercising reasonable business judgment. CYNAPSUS THERAPEUTICS INC. Portions herein identified by [**] have been omitted pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. A complete copy of this document has been filed separately with the Securities and Exchange Commission.

Defense of Claim. An Indemnitor, at such Indemnitor's own ---------------- expense and through counsel chosen by such Indemnitor (which counsel shall be reasonably acceptable to the Indemnitee), may, but shall have no obligation to, elect to defend any claim. If an Indemnitor elects to defend a Third Party Claim is made against an Indemniteeclaim, the Indemnitor will be entitledthen, within thirty ten (3010) business days after receipt receiving notice of written notice from such claim (or sooner, if the nature of such claim so requires), such Indemnitor shall notify the Indemnitee of the commencement or assertion of any its intent to do so, and such Third Party Claim, to assume the defense thereof by providing written notice to Indemnitee of its intention to assume shall cooperate in the defense of such Third Party Claims within said thirty claim (30) day period (at and pending such notice and assumption of defense, an Indemnitee may take such steps to defend against such claim as, in such Indemnitee's good faith judgment, are appropriate to protect its interests). Such Indemnitor shall pay such Indemnitee's reasonable out-of-pocket expenses incurred in connection with such cooperation. Such Indemnitor shall keep the expense Indemnitee reasonably informed as to the status of the Indemnitor) with counsel selected by the defense of such claim. After notice from an Indemnitor and reasonably satisfactory to the an Indemnitee for so long as the Indemnitor is conducting a good faith and diligent defense. Should the Indemnitor so elect of its election to assume the defense of a Third Party Claimclaim, the such Indemnitor will shall not be liable to the such Indemnitee for any legal or other expenses subsequently incurred by the such Indemnitee in connection with the defense thereofthereof other than those expenses referred to in the preceding sentence; provided, however, that such Indemnitee shall have the right -------- ------- to employ one law firm as counsel, together with a separate local law firm in each applicable jurisdiction (if under applicable standards necessary) ("Separate Counsel"), to represent ---------------- such Indemnitee in any action or group of professional conduct related actions (which firm or firms shall be reasonably acceptable to the Indemnitor) if, in such Indemnitee's reasonable judgment at any time, either a conflict of interest between such Indemnitee and such Indemnitor exists between the Indemnitor and the Indemnitee in respect of such claim, or there may be defenses available to such Indemnitee which are different from or in addition to those available to such Indemnitor and the representation of both parties by the same counsel would be inappropriate, and in that event: (a) the reasonable fees and expenses of such Separate Counsel shall be paid by such Indemnitor (it being understood, however, that the Indemnitor shall not be liable for the expenses of more than one Separate Counsel (excluding local counsel) with respect to any claim (even if against multiple Indemnitees)); and (b) each of such Indemnitor and such Indemnitee shall have the right to employ separate counsel conduct its own defense in respect of such claim. If any Indemnitor elects not to represent defend against a claim, or fails to notify an Indemnitee of its election as provided in this Section 14.2 within the period of ten (10) business days described above, the Indemnitee may defend, compromise and settle such Indemnitee with respect claim and shall be entitled to indemnification hereunder (to the matters as to which a conflict of interest exists and in that event extent permitted by this Agreement). Notwithstanding the reasonable fees and expenses of such separate counsel shall be paid by such Indemnitor; providedforegoing, further, that the Indemnitor shall only not, without the prior written consent of the Indemnitee (which consent shall not be responsible for unreasonably withheld, conditioned or delayed), settle or compromise any claim or consent to the reasonable fees and expenses of one separate counsel for such Indemnitee. If the Indemnitor assumes the defense entry of any Third Party Claim, judgment unless (x) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnitee shall have and (y) the right to participate sole relief provided is monetary damages that are paid in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed full by the Indemnitor. If the Indemnitor assumes the defense of any Third Party Claim, the Indemnitor will promptly supply to the Indemnitee copies of all correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee informed of developments relating to or in connection with such Third Party Claim, as may be reasonably requested by the Indemnitee (including, without limitation, providing to the Indemnitee on reasonable request updates and summaries as to the status thereof). If the Indemnitor chooses to defend a Third Party Claim, all Indemnitees shall reasonably cooperate with the Indemnitor in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnitor). If the Indemnitor does not elect to assume control by written acknowledgement of the defense of any Third Party Claim within the thirty day period set forth above, or if such good faith and diligent defense is not being or ceases to be conducted by the Indemnitor, the Indemnitee shall have the right, at the expense of the Indemnitor, after three (3) business days’ notice to the Indemnitor of its intent to do so, to undertake the defense of the Third Party Claim for the account of the Indemnitor (with counsel selected by the Indemnitee), and to compromise or settle such Third Party Claim, exercising reasonable business judgment.

Defense of Claim. If a Third Party Claim is made (a) Except as otherwise provided below, in the case of any Proceeding commenced against an the Indemnitee, the Indemnitor will Company shall be entitledentitled to participate therein at its own expense and, within thirty (30) days after receipt of written notice from to the Indemnitee of the commencement or assertion of any such Third Party Claimextent that it may wish, to assume the defense thereof by providing written notice to Indemnitee of its intention thereof. If the Company wishes to assume the defense of such Third Party Claims within said thirty (30) day period (at any Proceeding hereunder, the expense of the Indemnitor) with counsel selected by the Indemnitor and reasonably satisfactory Company must give written notice to the Indemnitee for so long as of such assumption of defense and of its choice of counsel. Such choice of counsel must be approved in writing by the Indemnitor is conducting a good faith and diligent defenseIndemnitee in his or her sole discretion, which will not be unreasonably withheld nor delayed, before the Company's assumption of defense hereunder may proceed. Should After notice from the Indemnitor so elect Company to Indemnitee of its election to assume the defense of a Third Party Claimany Proceeding and the Indemnitee's approval of the Company's choice of counsel, the Indemnitor will Company shall not be liable obligated to the Indemnitee under this Agreement for any legal or other expenses Defense Expenses subsequently incurred by the Indemnitee in connection with the defense thereof; providedof the Proceeding, that if under applicable standards other than reasonable costs of professional conduct a conflict investigation, travel and lodging Defense Expenses arising out of interest exists between the Indemnitor and the Indemnitee Indemnitee's participation in respect of such claimProceeding, such or as otherwise provided herein. The Indemnitee shall have the right to employ separate Indemnitee's own independent counsel in such Proceeding but the fees and Defense Expenses of such counsel incurred after notice from the Company to the Indemnitee of its assumption of the defense of the Proceeding shall be at the Indemnitee's expense (i) unless the employment of such counsel has been requested by the Indemnitee and authorized in writing by the Company, or (ii) unless the Company has not employed counsel to represent assume the defense of such Indemnitee with respect to the matters as to Proceeding, in which a conflict of interest exists and in that event case the reasonable fees and expenses Defense Expenses of such separate Indemnitee's counsel shall be paid by such Indemnitor; provided, further, that the Indemnitor shall only be responsible for the reasonable fees and expenses of one separate counsel for such Indemnitee. If the Indemnitor assumes the defense of any Third Party Claim, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnitor. If the Indemnitor assumes the defense of any Third Party Claim, the Indemnitor will promptly supply to the Indemnitee copies of all correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee informed of developments relating to or in connection with such Third Party Claim, as may be reasonably requested by the Indemnitee (including, without limitation, providing to the Indemnitee on reasonable request updates and summaries as to the status thereof). If the Indemnitor chooses to defend a Third Party Claim, all Indemnitees shall reasonably cooperate with the Indemnitor in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnitor). If the Indemnitor does not elect to assume control by written acknowledgement of the defense of any Third Party Claim within the thirty day period set forth above, or if such good faith and diligent defense is not being or ceases to be conducted by the Indemnitor, the Indemnitee shall have the right, at the expense of the IndemnitorCompany, after three or (3iii) business days’ notice unless counsel for the Indemnitee has provided a written opinion to Company in accordance with applicable standards of professional conduct that there may be a conflict of interest between the Indemnitor of its intent to do so, to undertake Company and the Indemnitee in the defense of such Proceeding; and (iv) except for reasonable costs and Defense Expenses of counsel for Indemnitee to monitor the Third Party Claim Proceeding (provided, however, that such counsel for the account Indemnitee will not appear as counsel of the Indemnitor (with counsel selected by the Indemniteerecord in any such Proceeding), and to compromise or settle such Third Party Claim, exercising reasonable business judgment.

Defense of Claim. If a Third Party Claim is made against an Indemnitee, the Indemnitor will be entitled, within thirty (30) days after receipt of written notice from the Indemnitee of the commencement or assertion of any such Third Party Claim, to assume the defense thereof by providing written notice to Indemnitee of its intention to assume the defense of such Third Party Claims within said thirty (30) day period (at the expense of the Indemnitor) with counsel selected by the Indemnitor and reasonably satisfactory to the Indemnitee for so long as the Indemnitor is conducting a good faith and diligent defenseIndemnitor. Should the Indemnitor so elect to assume the defense of a Third Party Claim, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, that if under applicable standards of professional conduct a conflict of interest exists between the Indemnitor and the Indemnitee in respect of such claim, such Indemnitee shall have the right to employ separate counsel to represent such Indemnitee with respect to the matters as to which a conflict of interest exists and in that event the reasonable fees and expenses of such separate counsel shall be paid by such Indemnitor; provided, further, that the Indemnitor shall only be responsible for the reasonable fees and expenses of one separate counsel for such Indemnitee. If the Indemnitor assumes the defense of any Third Party Claim, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnitor. If the Indemnitor assumes the defense of any Third Party Claim, the Indemnitor will promptly supply to the Indemnitee copies of all correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee informed of developments relating to or in connection with such Third Party Claim, as may be reasonably requested by the Indemnitee (including, without limitation, providing to the Indemnitee on reasonable request updates and summaries as to the status thereof). If the Indemnitor chooses to defend a Third Party Claim, all Indemnitees shall reasonably cooperate with the Indemnitor in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnitor). If the Indemnitor does not elect to assume control by written acknowledgement of the defense of any Third Party Claim within the thirty day period set forth above, or if such good faith and diligent defense is not being or ceases to be conducted by the Indemnitor, the Indemnitee shall have the right, at the expense of the Indemnitor, after three five (35) business days’ notice to the Indemnitor of its intent to do so, to undertake the defense of the Third Party Claim for the account of the Indemnitor (with counsel selected by the Indemnitee), and to compromise or settle such Third Party Claim, exercising reasonable business judgment.

Defense of Claim. An Indemnitor, at such Indemnitor's ---------------- own expense and through counsel chosen by such Indemnitor (which counsel shall be reasonably acceptable to the Indemnitee), may, but shall have no obligation to, elect to defend any claim (whether under this Article 14 or Article 10 hereof). If an Indemnitor elects to defend a Third Party Claim is made against an Indemniteeclaim, the Indemnitor will be entitledthen, within thirty ten (3010) business days after receipt receiving notice of written notice from such claim (or sooner, if the nature of such claim so requires), such Indemnitor shall notify the Indemnitee of the commencement or assertion of any its intent to do so, and such Third Party Claim, to assume the defense thereof by providing written notice to Indemnitee of its intention to assume shall cooperate in the defense of such Third Party Claims within said thirty claim (30) day period (at and pending such notice and assumption of defense, an Indemnitee may take such steps to defend against such claim as, in such Indemnitee's good faith judgment, are appropriate to protect its interests). Such Indemnitor shall pay such Indemnitee's reasonable out-of-pocket expenses incurred in connection with such cooperation. Such Indemnitor shall keep the expense Indemnitee reasonably informed as to the status of the Indemnitor) with counsel selected by the defense of such claim. After notice from an Indemnitor and reasonably satisfactory to the an Indemnitee for so long as the Indemnitor is conducting a good faith and diligent defense. Should the Indemnitor so elect of its election to assume the defense of a Third Party Claimclaim, the such Indemnitor will shall not be liable to the such Indemnitee under Article 10 and/or Article 14 for any legal or other expenses subsequently incurred by the such Indemnitee in connection with the defense thereofthereof other than those expenses referred to in the preceding sentence; provided, however, that such Indemnitee -------- ------- shall have the right to employ one law firm as counsel, together with a separate local law firm in each applicable jurisdiction (if under applicable standards necessary) ("Separate -------- Counsel"), to represent such Indemnitee in any action or group of professional conduct related ------- actions (which firm or firms shall be reasonably acceptable to the Indemnitor) if, in such Indemnitee's reasonable judgment at any time, either a conflict of interest between such Indemnitee and such Indemnitor exists between the Indemnitor and the Indemnitee in respect of such claim, or there may be defenses available to such Indemnitee which are different from or in addition to those available to such Indemnitor and the representation of both parties by the same counsel would be inappropriate, and in that event: (a) the reasonable fees and expenses of such Separate Counsel shall be paid by such Indemnitor (it being understood, however, that the Indemnitor shall not be liable for the expenses of more than one Separate Counsel (excluding local counsel) with respect to any claim (even if against multiple Indemnitees)); and (b) each of such Indemnitor and such Indemnitee shall have the right to employ separate counsel conduct its own defense in respect of such claim. If any Indemnitor elects not to represent defend against a claim, or fails to notify an Indemnitee of its election as provided in this Section 14.1.2 within the period of ten (10) business days described above, the Indemnitee may defend, compromise and settle such Indemnitee with respect claim and shall be entitled to indemnification hereunder (to the matters as to which a conflict of interest exists and in that event extent permitted by this Agreement). Notwithstanding the reasonable fees and expenses of such separate counsel shall be paid by such Indemnitor; providedforegoing, further, that the Indemnitor shall only not, without the prior written consent of the Indemnitee (which consent shall not be responsible for unreasonably withheld, conditioned or delayed), settle or compromise any claim or consent to the reasonable fees and expenses of one separate counsel for such Indemnitee. If the Indemnitor assumes the defense entry of any Third Party Claim, judgment unless (x) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnitee shall have and (y) the right to participate sole relief provided is monetary damages that are paid in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed full by the Indemnitor. If the Indemnitor assumes the defense of any Third Party Claim, the Indemnitor will promptly supply to the Indemnitee copies of all correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee informed of developments relating to or in connection with such Third Party Claim, as may be reasonably requested by the Indemnitee (including, without limitation, providing to the Indemnitee on reasonable request updates and summaries as to the status thereof). If the Indemnitor chooses to defend a Third Party Claim, all Indemnitees shall reasonably cooperate with the Indemnitor in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnitor). If the Indemnitor does not elect to assume control by written acknowledgement of the defense of any Third Party Claim within the thirty day period set forth above, or if such good faith and diligent defense is not being or ceases to be conducted by the Indemnitor, the Indemnitee shall have the right, at the expense of the Indemnitor, after three (3) business days’ notice to the Indemnitor of its intent to do so, to undertake the defense of the Third Party Claim for the account of the Indemnitor (with counsel selected by the Indemnitee), and to compromise or settle such Third Party Claim, exercising reasonable business judgment.

Defense of Claim. If a Third Party Claim is made against an Indemnitee, the Indemnitor will be entitled, within thirty (30) days after receipt of written notice from the Indemnitee of the commencement or assertion of any such Third Party Claim, to assume the defense thereof by providing written notice to Indemnitee of its intention to assume the defense of such Third Party Claims within said such thirty (30) day period (at the expense of the Indemnitor) with counsel selected by the Indemnitor and reasonably satisfactory to the Indemnitee for so long as the Indemnitor is conducting a good faith and diligent defense. Should the Indemnitor so elect to assume the defense of a Third Party Claim, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, however, that if under applicable standards of professional conduct a conflict of interest exists between the Indemnitor and the Indemnitee in respect of such claim, such Indemnitee shall have the right to employ separate counsel to represent such Indemnitee with respect to the matters as to which a conflict of interest exists and in that event the reasonable fees and expenses of such separate counsel shall be paid by such Indemnitor; provided, further, that the Indemnitor shall only be responsible for the reasonable fees and expenses of one separate counsel for such Indemnitee. If the Indemnitor assumes the defense of any Third Party Claim, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnitor. If the Indemnitor assumes the defense of any Third Party Claim, the Indemnitor will promptly supply to the Indemnitee copies of all correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee informed of developments relating to or in connection with such Third Party Claim, as may be reasonably requested by the Indemnitee insofar as it directly relates to the Third Party Claims (including, without limitation, providing to the Indemnitee on reasonable request updates and summaries as to the status thereof). If the Indemnitor chooses to defend a Third Party Claim, all Indemnitees shall reasonably cooperate with the Indemnitor in the defense thereof (such cooperation with reasonable and properly substantiated out-of-pocket expenses to be at reimbursed by the expenseIndemnitor, including reasonable legal fees and expenses, of the IndemnitorIndemnitee). If the Indemnitor does not elect to assume control by written acknowledgement of the defense of any Third Party Claim within the thirty (30) day period set forth above, or if such good faith and diligent defense is not being or ceases to be conducted by the Indemnitor, the Indemnitee shall have the right, at the expense of the Indemnitor, after three (3) business daysBusiness Days’ written notice to the Indemnitor of its intent to do so, to undertake the defense of the Third Party Claim for the account of the Indemnitor (with counsel selected by the Indemnitee), and to compromise or settle such Third Party Claim, exercising reasonable business judgment.

Defense of Claim. If a Third Party Claim is made against an Indemnitee, the Indemnitor will be entitled, within thirty (30) days after receipt of written notice from the Indemnitee of the commencement or assertion of any such Third Party Claim, to assume the defense thereof by providing written notice to Indemnitee of its intention to assume the defense of such Third Party Claims within said such thirty (30) day period (at the expense of the Indemnitor) with counsel selected by the Indemnitor and reasonably satisfactory to the Indemnitee for so long as the Indemnitor is conducting a good faith and diligent defense. Should the Indemnitor so elect to assume the defense of a Third Party Claim, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, however, that if under applicable standards of professional conduct a conflict of interest exists between the Indemnitor and the Indemnitee in respect of such claim, such Indemnitee shall have the right to employ separate counsel to represent such Indemnitee with respect to the matters as to which a conflict of interest exists and in that event the reasonable fees and expenses of such separate counsel shall be paid by such Indemnitor; provided, further, that the Indemnitor shall only be responsible for the reasonable fees and expenses of one separate counsel for such Indemnitee. If the Indemnitor assumes the defense of any Third Party Claim, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnitor. If the Indemnitor assumes the defense of any Third Party Claim, the Indemnitor will promptly supply to the Indemnitee copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee reasonably informed of developments relating to or in connection with such Third Party Claim, as may be reasonably requested by the Indemnitee (including, without limitation, providing to the Indemnitee on reasonable request updates and summaries as to the status thereof). If the Indemnitor chooses to defend a Third Party Claim, all Indemnitees shall reasonably cooperate with the Indemnitor in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnitor). If the Indemnitor does not elect to assume control by written acknowledgement of the defense of any Third Party Claim within the thirty (30) day period set forth above, or if such good faith and diligent defense is not being or ceases to be conducted by the Indemnitor, the Indemnitee shall have the right, at the expense of the Indemnitor, after three five (35) business daysBusiness Days’ written notice to the Indemnitor of its intent to do so, to undertake the defense of the Third Party Claim for the account of the Indemnitor (with counsel selected by the Indemnitee), and to compromise or settle such Third Party Claim, exercising reasonable business judgment.

Defense of Claim. If a Third Party Claim is made against an Indemnitee, the Indemnitor will be entitled, within thirty (30) days after receipt of written notice from the Indemnitee of the commencement or assertion of any such Third Party Claim, to assume the defense thereof by providing written notice to Indemnitee of its intention to assume the defense of such Third Party Claims within said such thirty (30) day period (at the expense of the Indemnitor) with counsel selected by the Indemnitor and reasonably satisfactory to the Indemnitee for so long as the Indemnitor is conducting a good faith and diligent defense. Should the Indemnitor so elect to assume the defense of a Third Party Claim, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, however, that if under applicable standards of professional conduct a conflict of interest exists between the Indemnitor and the Indemnitee in respect of such claim, such Indemnitee shall have the right to employ separate counsel to represent such Indemnitee with respect to the matters as to which a conflict of interest exists and in that event the reasonable fees and expenses of such separate counsel shall be paid by such Indemnitor; provided, further, that the Indemnitor shall only be responsible for the reasonable fees and expenses of one separate counsel for such Indemnitee. If the Indemnitor assumes the defense of any Third Party Claim, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnitor. If the Indemnitor assumes the defense of any Third Party Claim, the Indemnitor will promptly supply to the Indemnitee copies of all correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee informed of developments relating to or in connection with such Third Party Claim, as may be reasonably requested by the Indemnitee (including, without limitation, providing to the Indemnitee on reasonable request updates and summaries as to the status thereof). If the Indemnitor chooses to defend a Third Party Claim, all Indemnitees shall reasonably cooperate with the Indemnitor in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnitor). If the Indemnitor does not elect to assume control by written acknowledgement of the defense of any Third Party Claim within the thirty (30) day period set forth above, or if such good faith and diligent defense is not being or ceases to be conducted by the Indemnitor, the Indemnitee shall have the right, at the expense of the Indemnitor, after three (3) business daysBusiness Days’ written notice to the Indemnitor of its intent to do so, to undertake the defense of the Third Party Claim for the account of the Indemnitor (with counsel selected by the Indemnitee), and to compromise or settle such Third Party Claim, exercising reasonable business judgment.

Defense of Claim. If a Third Party Claim is made against an Indemnitee, the Indemnitor will be entitled, within thirty (30) days after receipt of written notice from the Indemnitee of the commencement or assertion of any such Third Party Claim, to assume the defense thereof by providing written notice to Indemnitee of its intention to assume the defense of such Third Party Claims within said such thirty (30) day period (at the expense of the Indemnitor) with counsel selected by the Indemnitor and reasonably satisfactory to the Indemnitee for so long as the Indemnitor is conducting a good faith and diligent defense. Should the Indemnitor so elect to assume the defense of a Third Party Claim, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, however, that if under applicable standards of professional conduct a conflict of interest exists between the Indemnitor and the Indemnitee in respect of such claim, such Indemnitee shall have the right to employ separate counsel to represent such Indemnitee with respect to the matters as to which a conflict of interest exists and in that event the reasonable fees and expenses of such separate counsel shall be paid by such Indemnitor; provided, further, that the Indemnitor shall only be responsible for the reasonable fees and expenses of one separate counsel for such Indemnitee. If the Indemnitor assumes the defense of any Third Party Claim, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnitor. If the Indemnitor assumes the defense of any Third Party Claim, the Indemnitor will promptly supply to the Indemnitee copies of all correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee informed of developments relating to or in connection with such Third Party Claim, as may be reasonably requested by the Indemnitee (including, without limitation, providing to the Indemnitee on reasonable request updates and summaries as to the status thereof). If the Indemnitor chooses to defend a Third Party Claim, all Indemnitees shall reasonably cooperate with the Indemnitor in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnitor). If the Indemnitor does not elect to assume control by written acknowledgement of the defense of any Third Party Claim within the thirty (30) day period set forth above, or if such good faith and diligent defense is not being or ceases to be conducted by the Indemnitor, the Indemnitee shall have the right, at the expense of the Indemnitor, after three (3) business daysBusiness Days’ written notice to the Indemnitor of its intent to do so, to undertake the defense of the Third Party Claim for the account of the Indemnitor (with counsel selected by the Indemnitee), and to compromise or settle such Third Party Claim, exercising reasonable business judgment. SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS ([***]) DENOTE SUCH OMISSIONS. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THIS OMITTED INFORMATION.

Defense of Claim. If any lawsuit or enforcement action is filed by a Third Party Claim third party, written notice thereof shall be given to the indemnifying party as promptly as is made against an Indemniteepracticable (and in any event within fifteen (15) days after the service of the citation or summons). After such notice, if the Indemnitor will indemnifying party acknowledges in writing to the indemnified party that the indemnifying party shall be obligated under the terms of Article VII in connection with such lawsuit or action, then the indemnifying party shall be entitled, within thirty (30) days after receipt of written notice from the Indemnitee if it so elects, to take control of the commencement defense and investigation of such lawsuit or assertion of any such Third Party Claim, action and to assume the defense thereof by providing written notice to Indemnitee employ and engage attorneys of its intention own choice to assume handle all aspects of such defense, at the indemnifying party’s cost, risk and expense, provided that the indemnifying party and its counsel shall proceed with diligence and in good faith with respect thereto without conflict of interest in such defense between CBC and LCNB. The indemnified party shall cooperate in all reasonable respects with the indemnifying party and its attorneys in the investigation, trial and defense of such Third Party Claims within said thirty (30) day period (at the expense of the Indemnitor) with counsel selected by the Indemnitor lawsuit or action and reasonably satisfactory to the Indemnitee for so long as the Indemnitor is conducting a good faith and diligent defense. Should the Indemnitor so elect to assume the defense of a Third Party Claim, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereofappeal arising therefrom; provided, that if under applicable standards of professional conduct a conflict of interest exists between the Indemnitor and the Indemnitee in respect of such claim, such Indemnitee shall have the right to employ separate counsel to represent such Indemnitee with respect to the matters as to which a conflict of interest exists and in that event the reasonable fees and expenses of such separate counsel shall be paid by such Indemnitor; provided, furtherhowever, that the Indemnitor shall only be responsible for the reasonable fees and expenses of one separate counsel for such Indemnitee. If the Indemnitor assumes the defense of any Third Party Claim, the Indemnitee shall have the right to participate in the defense thereof and to employ counselindemnified party may, at its own expensecost and with no right of indemnification with respect thereto, separate from participate in the counsel employed by the Indemnitorinvestigation, trial and defense of such lawsuit or action and any appeal arising therefrom. If the Indemnitor assumes the indemnifying party does not assume responsibility for defense of any Third Party Claimthe third party action, then the Indemnitor will promptly supply to the Indemnitee copies of all correspondence and documents relating to or in connection indemnified party may proceed with such Third Party Claim and keep the Indemnitee informed of developments relating to or in connection with such Third Party Claim, as may be reasonably requested by the Indemnitee (including, without limitation, providing to the Indemnitee on reasonable request updates and summaries as to the status thereof). If the Indemnitor chooses to defend a Third Party Claim, all Indemnitees shall reasonably cooperate with the Indemnitor in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnitor). If the Indemnitor does not elect to assume control by written acknowledgement of the defense of any Third Party Claim within the thirty day period set forth above, or if such good faith and diligent defense is not being or ceases to be conducted by the Indemnitor, the Indemnitee shall have the right, at the expense of the Indemnitor, after three (3) business days’ notice to the Indemnitor of its intent to do so, to undertake the defense of the Third Party Claim for action. If the account indemnifying party has acknowledged to the indemnified party its obligations to indemnify hereunder, the indemnified party shall not settle such lawsuit or enforcement action without the prior written consent of the Indemnitor (with counsel selected by indemnifying party and, if the Indemnitee)indemnifying party has not so acknowledged its obligation, and to compromise or the indemnified party shall not settle such Third Party Claim, exercising reasonable business judgmentlawsuit or enforcement action without ten (10) days’ prior written notice to the indemnifying party.

Defense of Claim. If a Third Party Claim is made against an Indemnitee, then the Indemnitor will be entitled, within thirty (30) days after receipt of written notice from the Indemnitee of the commencement or assertion of any such Third Party Claim, to assume the defense thereof by providing written notice to Indemnitee of its intention to assume the defense of such Third Party Claims within said such thirty (30) day period (at the expense of the Indemnitor) with counsel selected by the Indemnitor and reasonably satisfactory to the Indemnitee for so long as the Indemnitor is conducting a good faith and diligent defense. Should the Indemnitor so elect to assume the defense of a such Third Party Claim, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, however, that if under applicable standards of professional conduct a conflict of interest exists between the Indemnitor and the Indemnitee in respect of such claim, such Indemnitee shall have the right to employ separate counsel to represent such Indemnitee with respect to the matters as to which a conflict of interest exists and in that event the reasonable fees and expenses of such separate counsel shall be paid by such Indemnitor; provided, further, that the Indemnitor shall only be responsible for the reasonable fees and expenses of one separate counsel for all Indemnitees, provided that where a conflict of interest is found to exist each Indemnitee with a conflict will be entitled to separate counsel at such IndemniteeIndemnitees’ expense. If the Indemnitor assumes the defense of any Third Party Claim, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnitor. If the Indemnitor assumes the defense of any Third Party Claim, the Indemnitor will promptly supply to the Indemnitee copies of all material correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee reasonably informed of developments relating to or in connection with such Third Party Claim, as may be reasonably requested in writing by the Indemnitee (including, without limitation, providing to the Indemnitee on reasonable request updates and summaries as to the status thereof). If the Indemnitor chooses to defend a Third Party Claim, all Indemnitees shall reasonably cooperate with the Indemnitor in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnitor). If the Indemnitor does not elect to assume control by written acknowledgement of the defense of any Third Party Claim within the thirty (30) day period set forth above, or if such good faith and diligent defense is not being or ceases to be conducted by the Indemnitor, the Indemnitee shall have the right, at the expense of the IndemnitorIndemnitor (but limited to the reasonable legal fees and expenses of one counsel for all Indemnitees), after three five (35) business daysBusiness Days’ written notice to the Indemnitor of its intent to do so, to undertake the defense of the Third Party Claim for the account of the Indemnitor (with counsel selected by the Indemnitee), and to compromise or settle such Third Party Claim, exercising reasonable business judgment.. 11.3.3

Defense of Claim. If Upon receipt of a notice of a Third Party Claim is made against for indemnity from an IndemniteeIndemnified Party pursuant to Section 16.1 or Section 16.2, the Indemnitor Indemnifying Party will be entitled, by notice to the Indemnified Party delivered within thirty ten (3010) days after Business Days of the receipt of written notice from the Indemnitee of the commencement or assertion of any such Third Party Claim, to assume the defense thereof by providing written notice and control of such Third Party Claim (with counsel reasonably satisfactory to Indemnitee the Indemnified Party and at the expense of its intention such Indemnifying Party); provided that the Indemnifying Party shall allow the Indemnified Party a reasonable opportunity to assume participate in the defense of such Third Party Claims within said thirty (30) day period (Claim with its own counsel and at its own expense; and provided, further, that if the parties to the action or proceeding include both the Indemnifying Party and the Indemnified Party and the Indemnified Party has been advised in writing by legal counsel that it has available to it one or more defenses or counterclaims which are inconsistent with one or more defenses or counterclaims which may be alleged by the Indemnifying Party, as a result of which representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the reasonable expense of the Indemnitor) with one separate counsel selected for such Indemnified Party shall be paid by the Indemnitor and reasonably satisfactory to Indemnifying Party. If the Indemnitee for so long as the Indemnitor is conducting a good faith and diligent defense. Should the Indemnitor so elect to Indemnifying Party does not assume the defense and control of any Third Party Claim pursuant to this Section 16.3.2, the Indemnified Party shall be entitled to assume and control such defense, but the Indemnifying Party may nonetheless participate in the defense of such Third Party Claim with its own counsel and at its own expense. If the Indemnifying Party assumes the defense and control of a Third Party Claim, the Indemnitor will not be liable to Indemnifying Party shall select counsel and shall use commercially reasonable efforts in the Indemnitee for any legal defense or other expenses subsequently incurred by settlement of such Third Party Claim. Buyer or Seller, as the Indemnitee in connection case may be, shall, and shall cause each of their Affiliates and representatives to, reasonably cooperate with the defense thereof; provided, that if under applicable standards of professional conduct a conflict of interest exists between the Indemnitor and the Indemnitee Indemnifying Party in respect of such claim, such Indemnitee shall have the right to employ separate counsel to represent such Indemnitee with respect to the matters as to which a conflict of interest exists and in that event the reasonable fees and expenses of such separate counsel shall be paid by such Indemnitor; provided, further, that the Indemnitor shall only be responsible for the reasonable fees and expenses of one separate counsel for such Indemnitee. If the Indemnitor assumes the defense of any Third Party Claim, the Indemnitee shall have the right to participate in the including by furnishing books and records, personnel and witnesses, as appropriate for any defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnitorof such Third Party Claim. If the Indemnitor assumes Indemnifying Party has assumed the defense and control of a Third Party Claim, it shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any Third Party Claim, in its sole discretion and without the Indemnitor will promptly supply consent of any Indemnified Party; provided that such settlement or judgment does not involve any injunctive relief binding on any of the Indemnified Parties or finding or admission of any violation of Law or admission of any wrongdoing by any Indemnified Party and the Indemnifying Party shall (i) pay or cause to be paid all amounts in such settlement or judgment at the time of such settlement (other than solely with respect to the Indemnitee copies Deductible, to the extent such liabilities would constitute Liabilities to which the Deductible would be applicable in accordance with the applicable provisions of all correspondence Section 16.1.2) and documents relating to (ii) obtain, as a condition of any settlement or in connection with such Third other resolution, a complete and unconditional release of any Indemnified Party Claim and keep the Indemnitee informed of developments relating to or in connection with potentially affected by such Third Party Claim, as may be reasonably requested by the Indemnitee (including, without limitation, providing . No Indemnified Party will consent to the Indemnitee on reasonable request updates and summaries as entry of any judgment or enter into any settlement or compromise with respect to the status thereof). If the Indemnitor chooses to defend a Third Party Claim, all Indemnitees shall reasonably cooperate with Claim without the Indemnitor in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, prior written consent of the Indemnitor). If the Indemnitor does not elect to assume control by written acknowledgement of the defense of any Third Party Claim within the thirty day period set forth above, or if such good faith and diligent defense is not being or ceases to be conducted by the Indemnitor, the Indemnitee shall have the right, at the expense of the Indemnitor, after three (3) business days’ notice to the Indemnitor of its intent to do so, to undertake the defense of the Third Party Claim for the account of the Indemnitor (with counsel selected by the Indemnitee), and to compromise or settle such Third Party Claim, exercising reasonable business judgmentIndemnifying Party.

Defense of Claim. If a Third Party Claim is made against an Indemnitee, the Indemnitor will be entitled, within thirty (30) days after receipt of written notice from the Indemnitee of the commencement or assertion of any such Third Party Claim, to assume the defense thereof by providing written notice to Indemnitee of its intention to assume the defense of such Third Party Claims within said such thirty (30) day period (at the expense of the Indemnitor) with counsel selected by the Indemnitor and reasonably satisfactory to the Indemnitee for so long as the Indemnitor is conducting a good faith and diligent defense. Should the Indemnitor so elect to assume the defense of a Third Party Claim, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, however, that if under applicable standards of professional conduct a conflict of interest exists between the Indemnitor and the Indemnitee in respect of such claim, such Indemnitee shall have the right to employ separate counsel to represent such Indemnitee with respect to the matters as to which a conflict of interest exists and in that event the reasonable fees and expenses of such separate counsel shall be paid by such Indemnitor; provided, further, that the Indemnitor shall only be responsible for the reasonable fees and expenses of one separate counsel for such Indemnitee. If the Indemnitor assumes the defense of any Third Party Claim, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnitor. If the Indemnitor assumes the defense of any Third Party Claim, the Indemnitor will promptly supply to the Indemnitee copies of all correspondence and documents relating to or in connection with such Third Party Claim and keep the Indemnitee informed of developments relating to or in connection with such Third Party Claim, as may be reasonably requested by the Indemnitee (including, without limitation, providing to the Indemnitee on reasonable request updates and summaries as to the status thereof). If the Indemnitor chooses to defend a Third Party Claim, all Indemnitees shall reasonably cooperate with the Indemnitor in the defense thereof (such cooperation to be at the expense, including reasonable legal fees and expenses, of the Indemnitor). If the Indemnitor does not elect to assume control by written acknowledgement of the defense of any Third Party Claim within the thirty (30) day period set forth above, or if such good faith and diligent defense is not being or ceases to be conducted by the Indemnitor, the Indemnitee shall have the right, at the expense of the Indemnitor, after three (3) business days’ written notice to the Indemnitor of its intent to do so, to undertake the defense of the Third Party Claim for the account of the Indemnitor (with counsel selected by the Indemnitee), and to compromise or settle such Third Party Claim, exercising reasonable business judgment.

Defense of Claim. If With respect to a Third Party Claim is made claim by a third party against an IndemniteeIndemnified Party for which indemnification may be sought under this Agreement, the Indemnitor will Indemnifying Party shall have the right, at its option, to be entitled, within thirty (30) days after receipt represented by counsel of written notice from the Indemnitee of the commencement or assertion of any such Third Party Claim, its choice and to assume the defense thereof or otherwise control the handling of any claim, suit, judgment or matter for which indemnity is sought, which is set forth in the notice sent by providing written notice the Indemnified Party, by notifying the Indemnified Party in writing to Indemnitee such effect within fifteen days of its intention to assume the defense receipt of such Third Party Claims within said thirty (30) day period (at the expense of the Indemnitor) with counsel selected by the Indemnitor and reasonably satisfactory to the Indemnitee for so long as the Indemnitor is conducting a good faith and diligent defense. Should the Indemnitor so elect to assume the defense of a Third Party Claim, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereofnotice; provided, however, that if under applicable standards of professional conduct a conflict of interest exists between the Indemnitor and the Indemnitee in respect of such claim, such Indemnitee Indemnified Party shall have the right to employ separate counsel to represent such Indemnitee with respect it if, in the Indemnified Party’s reasonable judgment based upon the advice of counsel, it is advisable in light of the separate interests of the Indemnified Party, to the matters as to which a conflict of interest exists be represented by separate counsel, and in that event the reasonable fees and expenses of such separate counsel shall be paid by such Indemnitor; provided, further, that the Indemnitor shall only be responsible for the reasonable fees and expenses of one separate counsel for such IndemniteeIndemnifying Party. If the Indemnitor assumes Indemnifying Party does not give timely notice in accordance with the preceding sentence, the Indemnifying Party shall be deemed to have given notice that it does not wish to control the handling of such claim, suit or judgment. In the event the Indemnifying Party elects (by notice in writing within such fifteen-day period) to assume the defense of or otherwise control the handling of any Third Party Claimsuch claim, suit, judgment or matter for which indemnity is sought, the Indemnitee Indemnifying Party shall have indemnify and hold harmless the right to participate in the defense thereof Indemnified Party from and to employ counselagainst any and all reasonable professional fees (including attorneys’ fees, at its own expenseaccountants, separate from the counsel employed consultants and engineering fees) and investigation expenses incurred by the Indemnitor. If Indemnifying Party prior to such election, notwithstanding the Indemnitor assumes fact that the Indemnifying Party may not have been so liable to the Indemnified Party had the Indemnifying Party not elected to assume the defense of any Third or to otherwise control the handling of such claim, suit, judgment or other matter. In the event that the Indemnifying Party Claimdoes not assume the defense or otherwise control the handling of such matter, the Indemnitor will promptly supply to the Indemnitee copies of all correspondence and documents relating to or in connection with such Third Indemnified Party Claim and keep the Indemnitee informed of developments relating to or in connection with such Third Party Claimmay retain counsel, as may be reasonably requested by the Indemnitee (includingan indemnification expense, without limitation, providing to the Indemnitee on reasonable request updates and summaries as to the status thereof). If the Indemnitor chooses to defend a Third Party Claimsuch claim, all Indemnitees shall reasonably cooperate with the Indemnitor in the defense thereof (such cooperation to be at the expensesuit, including reasonable legal fees and expenses, of the Indemnitor). If the Indemnitor does not elect to assume control by written acknowledgement of the defense of any Third Party Claim within the thirty day period set forth above, judgment or if such good faith and diligent defense is not being or ceases to be conducted by the Indemnitor, the Indemnitee shall have the right, at the expense of the Indemnitor, after three (3) business days’ notice to the Indemnitor of its intent to do so, to undertake the defense of the Third Party Claim for the account of the Indemnitor (with counsel selected by the Indemnitee), and to compromise or settle such Third Party Claim, exercising reasonable business judgmentmatter.