Common use of Defense of Claims Clause in Contracts

Defense of Claims. The Indemnifying Party may elect to assume and control the defense of any Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if (a) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then (i) the Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to assume the defense of such Claim or to employ counsel with respect thereto or (B) a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of the Indemnifying Party; provided that the Indemnified Party may not settle any such Claim without the consent of the Indemnifying Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's expense).

Defense of Claims. The Indemnifying If a Third Party may elect to assume and control the defense of any ClaimClaim is made against an Indemnified Party, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if (a) the Applicable Indemnifying Party acknowledges its obligation will be entitled to indemnify participate in the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligationdefense thereof and, and (b) if it so chooses, to assume the Claim does defense thereof with counsel selected by the Applicable Indemnifying Party, provided that in connection with such assumption such counsel is not seek reasonably objected to impose any material liability or obligation on by the Indemnified Party other than for money damagesParty. If such conditions are satisfied and Should the Applicable Indemnifying Party elects so elect to assume and control the defense of a Third Party Claim, then (i) the Applicable Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of to the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) for any legal expenses subsequently incurred by the Indemnified Party may employ separate counsel and participate in connection with the defense thereof, but . If the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Applicable Indemnifying Party has failed elects to assume the defense of such Claim or to employ counsel with respect thereto or (B) a conflict of interest exists between the interests of Third Party Claim, the Indemnified Party and shall (i) cooperate in all reasonable respects with the Applicable Indemnifying Party that requires representation by separate counselin connection with such defense and (ii) not admit any liability with respect to, in which case or settle, compromise or discharge, such Third Party Claim without the fees and expenses of such separate counsel will be paid by the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such conditions are defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not satisfiedassume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation with the prior written consent of the Applicable Indemnifying Party and upon any such settlement consented to by the Applicable Indemnifying Party, the Applicable Indemnifying Party will promptly reimburse the Indemnified Party therefor upon written request. Notwithstanding anything contained in this Agreement to the contrary, no Applicable Indemnifying Party shall be entitled to assume and control the defense of the any part of a Third Party Claim at the expense of the Indemnifying Party; provided that seeks a temporary restraining order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party may not settle any such Claim without the consent of the Indemnifying Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's expense).

Defense of Claims. (A) Whenever a Party (“Indemnifying Party”) indemnifies an indemnified party under this Agreement (“Indemnitee”) against Claims, the Indemnifying Party shall defend and hold the Indemnitee harmless against those Claims and against all reasonable costs, expenses and fees of any kind (including attorneys' fees) incurred by the Indemnitee in defending those Claims. (B) An Indemnitee shall promptly, and in any event within thirty (30) Business Days after receiving Notice of a Third Party Claim, notify the Indemnifying Party of the Third Party Claim in writing, giving reasonably detailed information concerning the Third Party Claim. (C) The Indemnifying Party may elect to assume and control shall have the right to, if requested in writing by the Indemnitee, conduct the defense of any Claim, including the employment of Third Party Claim at its sole cost. An Indemnitee has the right to reasonably object to counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if (a) selected by the Indemnifying Party acknowledges its obligation to indemnify and select alternative counsel at the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party cost of its financial ability to satisfy such obligation, and (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party. (D) Unless and until an Indemnifying Party elects to assume and control assumes the defense of a Claim, then (ithe Third Party Claim as provided in Section 10.9(C) the Indemnitee may defend against the Third Party Claim in any manner it reasonably deems appropriate at the cost of the Indemnifying Party. (E) The Indemnifying Party will shall not be liable for consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of such Claim effected without its consentthe Indemnitee, which consent will shall not be unreasonably withheld; withheld or delayed. (iiF) Notwithstanding Section 10.9(D) the Indemnifying Indemnitee shall not consent to the entry of any judgment or enter into any settlement with respect to the Third Party may not settle such Claim without the prior written consent of the Indemnified Party (Indemnifying Party, which consent shall not to be unreasonably withheldwithheld or delayed. (G) unless such settlement includes If a full and unconditional release of Third Party Claim is made, each Party agrees to provide to the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to assume the defense of such Claim or to employ counsel with respect thereto or (B) a conflict of interest exists between the interests of the Indemnified other Party and its authorized employees and its professional advisers all material technical, legal and financial information necessary or conducive to the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume and control the proper defense of the Claim at Third Party Claim. Each Party shall keep all such information confidential and only use the expense of information in connection with the Indemnifying Party; provided that the Indemnified Third Party may not settle any such Claim without the consent of the Indemnifying Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's expense)Claim.

Defense of Claims. The If a Third Party Claim is made against an Indemnified Party, (a) the Applicable Indemnifying Party may elect will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume and control the defense of any Claimthereof with counsel selected by the Applicable Indemnifying Party, including the employment of provided that, in connection with such assumption, (i) such counsel is not reasonably satisfactory objected to by the Indemnified Party and the payment of expenses related thereto, if (aii) the Applicable Indemnifying Party acknowledges first admits in writing its obligation liability to indemnify the Indemnified Party for any Losses resulting from with respect to all elements of such Claim and provides reasonable evidence to claim in full. Should the Indemnified Party of its financial ability to satisfy such obligation, and (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Applicable Indemnifying Party elects so elect to assume and control the defense of a Third Party Claim, then (i) the Applicable Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of to the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) for any legal expenses subsequently incurred by the Indemnified Party may employ separate counsel and participate in connection with the defense thereof, but . If the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Applicable Indemnifying Party has failed elects to assume the defense of such Claim or to employ counsel with respect thereto or (B) a conflict of interest exists between the interests of Third Party Claim, the Indemnified Party and will (i) cooperate in all reasonable respects with the Applicable Indemnifying Party that requires representation by separate counselin connection with such defense and (ii) not admit any liability with respect to, in which case or settle, compromise or discharge, such Third Party Claim without the fees and expenses of such separate counsel will be paid by the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such conditions are defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not satisfiedassume the defense of any such Third Party Claim, the Indemnified Party may assume defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to the Applicable Indemnifying Party of such terms and control the defense of the Claim at the expense of the Applicable Indemnifying Party; provided that Party will promptly reimburse the Indemnified Party may not settle any such Claim without the consent of the Indemnifying Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's expense)upon written request.

Defense of Claims. In the event that any claim is asserted against a party which is entitled to indemnification hereunder as an Indemnified Party, the Indemnified Party shall promptly after learning of such claim, notify the Indemnifying Party thereof in writing; provided, however, that the failure of the Indemnified Party to give prompt notice of such claim as aforesaid shall not relieve the obligation of the Indemnifying Party with respect to such claim, except to the extent that the Indemnifying Party is prejudiced by the failure of the Indemnified Party to provide such notice. The Indemnifying Party may elect to assume and control shall have the defense of any Claimright, including the employment of counsel reasonably satisfactory by giving written notice to the Indemnified Party and the payment of expenses related thereto, if within ten (a10) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting calendar days after receipt from such Claim and provides reasonable evidence to the Indemnified Party of notice of such claim (which notice must include an acceptance of indemnification responsibility for such claim by the Indemnifying Party in favor of the Indemnified Party), to conduct at its financial ability expense the defense against such claim in its own name, or, if the Indemnifying Party shall fail to satisfy give such obligationnotice, it shall be deemed to have elected not to conduct the defense of the subject claim, and (b) the Claim does not seek to impose any material liability or obligation on in such event the Indemnified Party other than for money damagesshall have the right to conduct such defense and to compromise and settle the claim without prior consent of the Indemnifying Party. If such conditions are satisfied and In the event that the Indemnifying Party elects to assume and control conduct the defense of a Claimthe subject claim, then (i) the Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will be responsible for the fees cooperate with and expenses of such counsel unless (A) make available to the Indemnifying Party has failed to assume the defense of such Claim or to employ counsel with respect thereto or (B) a conflict of interest exists between the interests of the Indemnified Party assistance and the Indemnifying Party that requires representation materials as may be reasonably requested by separate counselhim, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim all at the expense of the Indemnifying Party; , and the Indemnified Party shall have the right at its expense to participate in the defense, provided that the Indemnified Party may not shall have the right to compromise and settle any such Claim without the claim only with the prior written consent of the Indemnifying Party. No legal proceeding in which the Indemnified Party (not to is named as a party shall be unreasonably withheld) settled by the Indemnifying Party without the Indemnified Party’s prior written consent unless such settlement includes or compromise (a) affects no substantive rights of the Indemnified Party, (b) involves a full and unconditional complete release of and no admission of fault by the Indemnified Party, and (c) creates no obligations or liabilities for the Indemnified Party. Any judgment entered or settlement agreed upon in the manner provided herein shall be binding upon the Indemnifying Party; , and further provided that shall conclusively be deemed to be an obligation with respect to which the Indemnifying Indemnified Party may participate in such defense (at the Indemnifying Party's expense)is entitled to indemnification hereunder.

Defense of Claims. The If, within ten (10) Business Days after giving a Notice of Claim regarding a Claim to Indemnifying Party may elect pursuant to Section 16.2, Indemnified Party receives Notice from Indemnifying Party that Indemnifying Party has elected to assume and control the defense of any such Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if (a) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then (i) the Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the legal expenses subsequently incurred by Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in connection with the defense thereof; provided, but the Indemnified however, that if Indemnifying Party will be responsible for the fees and expenses of fails to take reasonable steps necessary to defend diligently such counsel unless Claim within ten (A10) the Business Days after receiving Notice from Indemnifying Party that Indemnifying Party believes Indemnifying Party has failed to assume the defense of take such Claim steps, or if Indemnifying Party has not undertaken fully to employ counsel with respect thereto or (B) a conflict of interest exists between the interests of the indemnify Indemnified Party and in respect of all Indemnifiable Losses relating to the Indemnifying Party that requires representation by separate counselmatter, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume its own defense, and control Indemnifying Party will be liable for all reasonable costs or expenses, including attorneys’ fees, paid or incurred in connection therewith. Without the defense prior written consent of Indemnified Party, Indemnifying Party will not enter into any settlement of any Claim which would lead to liability or create any financial or other obligation on the Claim at the expense part of the Indemnifying Party; provided that the Indemnified Party for which Indemnified Party is not entitled to indemnification hereunder; provided, however, that Indemnifying Party may not settle accept any such Claim settlement without the consent of Indemnified Party if such settlement provides a full release to Indemnified Party and no requirement that Indemnified Party acknowledge fault or culpability. If a firm offer is made to settle a Claim without leading to liability or the creation of a financial or other obligation on the part of Indemnified Party for which Indemnified Party is not entitled to indemnification hereunder and Indemnifying Party desires to accept and agrees to such offer, Indemnifying Party will give Notice to Indemnified Party to that effect. If Indemnified Party fails to consent to such firm offer within ten (not 10) calendar days after its receipt of such Notice, Indemnified Party may continue to contest or defend such Claim and, in such event, the maximum liability of Indemnifying Party to such Claim will be unreasonably withheld) unless the amount of such settlement includes a full offer, plus reasonable costs and unconditional release expenses paid or incurred by Indemnified Party up to the date of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's expense)Notice.

Defense of Claims. If any party receives notice of the commencement of any action or of the existence of any Claim or a written assertion of any facts by a third party with respect to any matter that would give rise to a Claim hereunder or otherwise suffers a loss for which such party is entitled to be indemnified pursuant to Section 7.1 or Section 7.2, above, then that party (the "Indemnified Party") shall give the party required to indemnify (the "Indemnifying Party") reasonable notice thereof and shall permit the Indemnifying Party to have reasonable access to relevant information in the Indemnified Party's possession or control regarding such Claim. The Indemnifying Party may elect shall have the right to assume and control take all reasonable action, at its own expense, as it deems desirable in order to minimize or eliminate such Claim. In the event of a Claim requesting solely monetary damages, the Indemnifying Party shall have the right, at its own expense, to appoint counsel to handle the defense of any Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party such matter and the payment of expenses related theretoexclusive right to prosecute, if (a) defend, compromise, settle or pay such Claim provided that the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party obligations and Liability for any Losses resulting from such Claim and provides reasonable evidence to as between the Indemnified Party of its financial ability to satisfy such obligation, and (b) parties hereto or procures from the person making the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then (i) the Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional complete release of the Indemnified Party; Parties which is satisfactory in form and (iii) substance to counsel for the Indemnified Party Parties. If the foregoing acknowledgments or releases are not furnished to the Indemnified Party, then they may employ separate appoint associate counsel and to participate in the defense thereof, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to assume the defense of such Claim or to employ counsel with respect thereto or (B) a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim matter at the expense of the Indemnifying Party; provided that . If the Indemnified person asserting the Claim requests relief other than or in addition to monetary damages, then the Indemnifying Party may not settle any aspects of such Claim requesting relief other than monetary damages without the Indemnified Parties' prior written consent, which consent of the Indemnifying Party (not shall be subject only to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate their obligation to act in such defense (at the Indemnifying Party's expense)good faith.

Defense of Claims. 18.2.1 The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder and their reasonable costs and expenses shall be indemnified by the Indemnifying Party. If the Indemnifying Party may elect acknowledges in writing its obligation to indemnify the person indemnified in respect of loss to the full extent provided by this Article 18, the Indemnifying Party shall be entitled, at its option, to assume and control the defense defence of such claim, action, suit or proceeding liabilities, payments and obligations at its expense and through counsel of its choice provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure, the loss to be indemnified hereunder to the extent so compromised or settled. 18.2.2 If the Indemnifying Party has exercised its rights under Article 18.2.1, the Indemnified Party shall not be entitled to settle or compromise any Claimclaim, including action suit or proceeding without the prior written consent of the Indemnifying Party (which consent shall not be unreasonable withheld or delayed). 18.2.3 If the Indemnifying Party exercises its rights under Article 18.2.1 then the Indemnified Party shall nevertheless have the right to employ its own counsel and such counsel any participate in such action, but the cost and expenses of such counsel shall be at the expense of such Indemnified Party, when and as incurred, unless: 1. The employment of counsel by such party ahs been authorized in writing by the Indemnifying Party; or 2. The Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defence of such action; or 3. The Indemnifying Party shall not in fact have employed independent counsel reasonable satisfactory to the Indemnified Party and the payment of expenses related thereto, if (a) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then (i) the Indemnifying Party will not be liable for any settlement defence of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full action and unconditional release of shall have been so notified by the Indemnified Party; or 4. The Indemnified Party shall have reasonably concluded and (iii) specifically notified the Indemnifying Party either: i. That there may be specific defences available to it which are different from or additional to those available to the Indemnifying Party; or ii. That such claim, action, suit or proceeding involves or could have a Material Adverse Change upon it beyond the scope of this Agreement; 18.2.4 Provided that if clauses 2, 3, or 4 of Article 18.2.3 shall be applicable, counsel for the Indemnified Party may employ separate counsel and participate in shall have the defense thereof, but right to direct the Indemnified Party will be responsible for the fees and expenses defence of such counsel unless (A) the Indemnifying Party has failed to assume the defense of such Claim claim, action, suit or to employ counsel with respect thereto or (B) a conflict of interest exists between the interests proceeding on behalf of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees reasonable cost and expenses disbursements of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of the Indemnifying Party; provided that the Indemnified Party may not settle any such Claim without the consent of the Indemnifying Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's expense)shall constitute legal or other expenses hereunder.

Defense of Claims. (a) The Indemnifying Party may elect to assume and control the defense of any Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if if: (ai) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and Claim; (bii) the Claim does not seek to impose any material liability or obligation Liability on the Indemnified Party other than for money damages. ; (iii) the Claim does not relate to the Indemnified Party’s relationship with any customer, supplier or employee; (iv) the Claim or Loss is not part of a larger claim or series of claims that do not relate to Losses hereunder; or (v) the Indemnified Party does not otherwise believe, for confidentiality reasons or because of the importance of the Claim to the Indemnified Party’s business, that allowing the Indemnifying Part to prosecute the defense of such claim would be adverse to the Indemnified Party’s interests. (b) If such the conditions of Section 6.5(a) are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then then: (i) the Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party only if (not to be unreasonably withheldA) unless such settlement includes all monetary damages payable in respect of the Claim are paid by the Indemnifying Party, (B) the Indemnified Party receives a full full, complete and unconditional release in respect of the Claim without any admission or finding of obligation, liability, fault or guilt (criminal or otherwise) with respect to the Claim, and (C) no injunctive, extraordinary, equitable or other relief of any kind is imposed on the Indemnified Party or any of its Affiliates; (iii) the Indemnifying Party may otherwise settle such Claim only with the consent of the Indemnified Party, which consent will not unreasonably be withheld or delayed; and (iiiiv) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless unless: (A1) the Indemnifying Party has failed to adequately assume and actively conduct the defense of such Claim or to employ counsel with respect thereto thereto; or (B2) a in the reasonable opinion of the Indemnified Party, an actual or potential conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. . (c) If such the conditions of Section 6.5(a) are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of exclusive right to defend, compromise or settle such Claim, but the Indemnifying PartyParty will not be bound by any determination of a Claim so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld); provided provided, that the Indemnified Party may will not settle be required to obtain any such Claim without the consent of the Indemnifying Party to the determination of such Claim (and will not prejudice its right to be unreasonably withheldindemnified with respect to such Claim by settling such Claim) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that if the Indemnifying Party may participate is asserting that it has no obligation to indemnify the Indemnified Party in respect of such defense (at the Indemnifying Party's expense)claim.

Defense of Claims. The Indemnifying Party may elect to assume and control the defense of any Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if (a) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such third party Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and ; (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages; and (c) the Claim does not relate to the Indemnified Party’s relationship with its customers or employees. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then (i) the Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to adequately assume the defense of such Claim or to employ counsel with respect thereto or (B) a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of the Indemnifying Party; provided that the Indemnified Party may not settle any such Claim without the consent of the Indemnifying Party (not to be unreasonably withheld) unless such settlement includes a full ’s cost and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's expense).

Defense of Claims. The After receipt of a Claim Notice relating to a Third Party Claim, the Indemnifying Party may elect shall be entitled, if it so elects by written notice to assume the Indemnified Party, at its own cost, risk and expense, (a) to take control of the defense and investigation of any Claim, including the employment such Third Party Claim and (b) to employ and engage attorneys of counsel its own choice that are reasonably satisfactory to the Indemnified Party to handle and defend the payment of expenses related thereto, if same if: (ai) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses Damages resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, Claim; and (bii) the Claim does not seek to impose any material liability or obligation Liability on the Indemnified Party other than for money damages. If such the conditions set forth in the previous sentence are not satisfied and or, if satisfied, the Indemnifying Party elects fails to so assume and control the defense of a such Third Party Claim within twenty (20) Business Days after receipt of the Claim Notice, the Indemnified Party against which such Third Party Claim has been asserted will (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake and control, at the Indemnifying Party’s cost and expense, the defense and investigation, of such Claim. The Indemnified Party shall, with respect to any Third Party Claim, then (i) promptly deliver to the Indemnifying Party, but in any event within twenty (20) Business Days after the Indemnified Party’s receipt thereof, copies of all notices, court papers and material correspondence received by the Indemnified Party will not be liable for relating to the Third Party Claim. The party that assumes the defense and investigation of the Third Party Claim in accordance with this Agreement shall keep the other party reasonably informed of the progress of any settlement of such Claim effected without its consentdefense, which consent will not be unreasonably withheld; (ii) compromise or settlement. Notwithstanding the Indemnifying Party may not settle such Claim without the consent of foregoing, the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) or, if the Indemnified Party controls the defense, the Indemnifying Party) may employ separate counsel and participate in the such defense thereof, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless at its own expense. If however (Ai) the Indemnifying Party has failed to assume and actively conduct the defense of such Claim or to employ counsel with respect thereto thereto; or (Bii) in the reasonable opinion of the Indemnified Party, a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case then the Indemnified Party may employ separate counsel and the fees and expenses of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfied, the The Indemnified Party shall provide, at the Indemnifying Party’s cost and expense, such information and documentation that is not subject to the attorney-client privilege or other applicable privilege or under court seal as the Indemnifying Party may reasonably request in order to evaluate its indemnification obligations hereunder in order to determine whether to assume and control the defense of such Third Party Claim. If the Indemnifying Party chooses to defend any Third Party Claim, all the parties hereto shall reasonably cooperate in the defense or prosecution of such Third Party Claim at the expense of Indemnifying Party’s cost and expense. Such cooperation shall include the retention and (upon the Indemnifying Party; provided that ’s request) the provision to the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, and making relevant employees available on a mutually convenient basis. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, no Indemnified Party may not settle shall admit any such liability with respect to, consent to the entry of any judgment, or settle, compromise or discharge, any Third Party Claim without the prior written consent of the Indemnifying Party (which consent shall not to be unreasonably withheldwithheld or delayed in the circumstance where the Indemnifying Party has not elected to assume (or does not have the right to assume) unless the defense of such settlement includes a full and unconditional release Third Party Claim); provided, that the Indemnified Party will not be required to obtain any consent of the Indemnifying Party; Party to any such admission, consent, settlement, compromise or discharge of such Claim (and further provided that will not prejudice its right to be indemnified with respect to such Claim) if the Indemnifying Party may participate is disputing its obligation or is asserting that it has no obligation to indemnify the Indemnified Party in respect of such defense (at the Indemnifying Party's expense)Claim and is not defending such Claim.

Defense of Claims. (a) The Indemnifying Party may elect to assume and control the defense of any Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if if: (ai) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and Claim; (bii) the Claim does not seek to impose any material liability or obligation Liability on the Indemnified Party other than for money damages. ; and (iii) the Claim does not relate to the Indemnified Party's relationship with any customer or employee. (b) If such the conditions of Section 6.4(a) are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then then: (i) the Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless unless: (A) the Indemnifying Party has failed to adequately assume and actively conduct the defense of such Claim or to employ counsel with respect thereto thereto; or (B) in the reasonable opinion of the Indemnified Party, a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. . (c) If such the conditions of Section 6.4(a) are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of the Indemnifying Party; provided that the Indemnified Party may not exclusive right to defend, compromise, or settle any such Claim without the consent of Claim, but the Indemnifying Party will not be bound by any determination of a Claim so defended or any compromise or settlement effected without its consent (which may not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's expense).

Defense of Claims. The If any action, suit, claim, tax audit, proceeding, demand, assessment or enforcement action is filed or initiated against an Indemnified Party with respect to a matter subject to an indemnification claim by such Indemnified Party, the Indemnified Party shall give written notice thereof to the Indemnifying Party may elect or Parties as promptly as practicable, and in any event within 20 days after service of the citation or summons, but the failure of an Indemnified Party to assume give timely notice shall not affect the rights of that party to indemnification hereunder to the extent such failure does not prejudice the Indemnifying Party. After such notice and control a reasonable period of time to allow for analysis of the defense claim, if the Indemnifying Party acknowledges in writing to the Indemnified Party that the Indemnifying Party is obligated under the terms of any Claimits indemnity hereunder for all liabilities of the Indemnified Party in connection with that action, including suit, claim, tax audit, proceeding, demand, assessment or enforcement action, the employment of Indemnifying Party shall be entitled, if it so elects and with counsel reasonably satisfactory to the Indemnified Party, to take control of the defense and investigation of that action, suit, claim, tax audit, proceeding, demand, assessment or enforcement action and to employ and engage attorneys to handle and defend the same, at the Indemnifying Party's cost, risk and expense, except that, if the Indemnifying Party elects not to assume such defense or counsel for the Indemnified Party determines in good faith and advises the Indemnifying Party in writing that there are issues that raise conflicts of interest between the Indemnifying Party and the payment of expenses related theretoIndemnified Party, if (a) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence may retain counsel satisfactory to the Indemnified Party of its financial ability to satisfy such obligationhim or it, and (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume shall pay all reasonable fees and control expenses of such counsel for the defense of a ClaimIndemnified Party promptly as statements therefore are received; provided, then however, that (i) the Indemnifying Party shall be obligated pursuant to this Section 11.4 to pay for only one firm of counsel (unless the use of one counsel for such Indemnified Party would present such counsel with a conflict of interest) for all Indemnified Parties in any jurisdiction, and (ii) the Indemnified Party will not be liable for cooperate in the defense of any such matter. If the Indemnifying Party assumes the control of such defense, the Indemnified Party shall cooperate in all reasonable respects, at the Indemnifying Party's request and cost, risk and expense, with the Indemnifying Party and its attorneys in the investigation, trial and defense of that action, suit, claim, tax audit, proceeding, demand, assessment or enforcement action and any appeal arising therefrom; provided that the Indemnified Party may, at its own cost, participate in the investigation, trial and defense of that action, suit, claim, tax audit, proceeding, demand, assessment or enforcement action and any appeal arising therefrom. The Indemnifying Party shall keep the Indemnified Party apprised of the status of the action, suit, claim, tax audit, proceeding, demand, assessment or enforcement action, furnish the Indemnified Party with all documents and information the Indemnified Party reasonably requests in connection therewith, and consult with the Indemnified Party prior to acting on major matters involved in that action, suit, claim, tax audit, proceeding, demand, assessment or enforcement action, including settlement discussions. Unless the Indemnified Party receives a complete release from all matters involved in the dispute, no settlement of such Claim effected any action for which indemnification may be payable hereunder shall be made without its consentthe prior written consent of the Indemnified Party, which consent will shall not be unreasonably withheld, delayed or conditioned. The Indemnified Party shall be entitled to defend, settle or proceed in such other manner as it deems fit, in its sole discretion, in connection with any action, suit, claim, proceeding, demand, assessment or enforcement action with respect to which the Indemnifying Party has not acknowledged its obligations in writing in accordance with the foregoing; (ii) and no reasonable action taken by the Indemnified Party in connection therewith shall affect or limit the obligations of the Indemnifying Party pursuant to this Section 11.4. -40- If the Indemnifying Party assumes the control of such defense as provided above but subsequently, in the course of defending the matter, comes to believe that the matter is not properly an obligation of such Indemnifying Party, the Indemnifying Party may not settle such Claim without the consent of with reasonable promptness advise the Indemnified Party of such new information. In such case, (not to be unreasonably withhelda) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) if the Indemnified Party may employ separate counsel then agrees with the Indemnifying Party, the Indemnifying Party and participate in the defense thereof, but the Indemnified Party will be responsible shall make mutually satisfactory arrangements for the fees and expenses of such counsel unless (A) the Indemnifying Indemnified Party has failed to assume the defense of such Claim or matter and to employ counsel repay the Indemnifying Party for any amounts reasonably expended by it pursuant to this Article 11 with respect thereto or to such matter, and (Bb) a conflict of interest exists between the interests of if the Indemnified Party and does not then agree with the Indemnifying Party, the Indemnifying Party that requires representation shall have the right to commence legal proceedings to determine whether the matter is subject to indemnification by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of the Indemnifying Party; provided that that, in the case of clause (b), the Indemnifying Party shall continue to be obligated to defend the Indemnified Party may not settle any with respect to such Claim without matter and to otherwise make the consent payments required by this Article 11 until such dispute is finally adjudicated by a court of the Indemnifying Party (not competent jurisdiction and all rights to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's expense)appeal with respect thereto have expired.

Defense of Claims. (a) The Indemnifying Party may elect to assume and control the defense of any Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if if: (a) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and (bi) the Claim does not seek to impose any material liability or obligation Liability on the Indemnified Party other than for money damages. ; and (ii) the Claim does not relate to the Indemnified Party's relationship with any customer or employee. (b) If such the conditions of Section 6.5(a) are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then then: (i) the Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will shall be in the Indemnifying Party's sole and absolute discretion if the Indemnifying Party is solely liable for all Losses in connection with such Claim, and which consent shall not be unreasonably withheldwithheld if both the Indemnifying Party and the Indemnified Party are liable for Losses in connection with such Claim; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not if the Indemnifying Party acknowledges its obligation to be unreasonably withheld) unless such settlement includes a full and unconditional release of indemnify the Indemnified PartyParty for any Losses resulting from such Claim, and the Indemnified Party shall not unreasonably withhold its consent if both the Indemnifying Party and the Indemnified Party are liable for Losses in connection with such claim; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but provided that the Indemnified Party will be responsible for the fees and expenses of such counsel unless unless: (A) the Indemnifying Party has failed to adequately assume and actively conduct the defense of such Claim or to employ counsel with respect thereto thereto; or (B) in the reasonable opinion of the Indemnified Party, a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. . (c) If such conditions are the Indemnifying Party does not satisfiedassume the control and defense of any Claim, the Indemnified Party may assume and control the defense of the Claim at the expense of the Indemnifying Partyexclusive right to defend, compromise or settle such Claim; provided that the Indemnified Party may not settle any such Claim without the consent of (i) the Indemnifying Party will not be bound by any determination of a Claim so defended or any compromise or settlement effected without its consent (which may not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that (ii) the Indemnifying Party may employ separate counsel and participate in the defense thereof, but the Indemnifying Party will be responsible for the fees and expenses of such defense counsel. (d) The Indemnifying Party or the Indemnified Party, as the case may be, shall at all times use reasonable efforts to keep the Indemnified Party or the Indemnifying Party's expense), as the case may be, reasonably apprised of the status of the defense of any Claim the defense of which it is maintaining under this Section 6.5, and each shall reasonably cooperate in good faith with the other with respect to the defense of any Claim.

Defense of Claims. The Indemnifying Party may elect to assume and control the defense of any Loss Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if (a) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such indemnification obligation, and ; (b) the Loss Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages; and (c) the Loss Claim does not relate to the Indemnified Party’s relationship with its customers or employees. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Loss Claim, then (i) the Indemnifying Party will shall not be liable for any settlement of such Loss Claim effected without its prior written consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Loss Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will shall be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to adequately assume the defense of such Loss Claim or to employ counsel with respect thereto or (B) a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Partythereto. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of the Indemnifying PartyLoss Claim; provided provided, however, that the Indemnified Party may not settle any such Loss Claim without the consent of the Indemnifying Party (Party, which consent shall not to be unreasonably withheld) unless such settlement includes a full withheld (and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate shall not be liable for any Claims resulting from a settlement effected in such defense (at the Indemnifying Party's expenseviolation of this clause).

Defense of Claims. The STWCSV Indemnitees or the Manager Indemnitees (each, a "Protected Party"), as applicable, shall give prompt notice to any person who is obligated to provide indemnification hereunder (an "Indemnifying Party") of the commencement or assertion of any Claim. Any failure so to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may elect have to assume such Protected Party under Section 10.1 or Section 10.2, as applicable, except to extent the failure to give such notice materially and control adversely prejudices such Indemnifying Party. Subject to non-interference with any insurance defense being provided with respect thereto, the Indemnifying Party shall be entitled to defend, subject to consultation with the Protected Party, any Claim brought against the Protect Party arising out of or connected with any matters referred to in this Section 10.3, and each party shall provide the other with such assistance in relation to the defense of any Claim, including such Claim as either party may reasonably request. The Indemnifying Party shall inform the employment Protected Party on a periodic basis of counsel reasonably satisfactory the status and progress of any Claims to which this Section 10.3 relates and shall have due regard to any views expressed by the Indemnified Protected Party and the payment of expenses related in relation thereto, if (a) . The Protected Party shall cooperate with all reasonable requests made by the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for in defending such Claims. Neither party shall compromise or settle any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then (i) the Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the other party's consent of the Indemnified Party (not to be unreasonably withheld) unless , conditioned or delayed). If, pending the outcome of litigation, neither party has accepted indemnification responsibility with respect thereto, then and in such settlement includes a full event, subject at all times to non-interference with any insurance defense being provided and unconditional release of subject also to the Indemnified Party; and (iii) obligation to cooperate with the Indemnified Party may employ separate counsel and other party as hereinabove set forth, each party shall be entitled to participate in the defense thereofof any such Claim, initially at its own expense but with the Indemnified benefit of subsequent indemnification pursuant to Section 10.1 (if the Protected Party will be responsible for is a STWCSV Indemnitee) or Section 10.2 (if the fees and expenses of such counsel unless (A) Protected Party is a Manager Indemnitee). Even if the Indemnifying Party has failed to assume assumed the defense of such any Claim or to employ counsel and has acknowledged its indemnification obligations with respect thereto or (B) a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfiedthereto, the Indemnified Protected Party may assume and control the defense of the Claim at the expense of the Indemnifying Party; provided that the Indemnified Party may not settle any such Claim without the consent of the Indemnifying Party (not nevertheless shall be entitled to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (on its own behalf and at its own expense, subject to non-interference with insurance defense and the duty to cooperate with the Indemnifying Party's expense)Party as hereinabove provided.

Defense of Claims. 16.4.1 The Indemnifying Indemnified Party may elect shall have the right, but not the obligation, to assume contest, defend and control the defense litigate any claim, action, suit or proceeding by any third party alleged or asserted against such Party in respect of, resulting from, related to or arising out of any Claimmatter for which it is entitled to be indemnified hereunder, including and reasonable costs and expenses thereof shall be indemnified by the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if (a) Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for any Losses resulting from in respect of loss to the full extent provided by this Article 16, the Indemnifying Party shall be entitled, at its option, to assume and control in the defense of such Claim claim, action, suit or proceeding, liabilities, payments and provides reasonable evidence obligations at its expense and through the counsel of its choice prompt notice of its intention to do so to the Indemnified Party of its financial ability to satisfy such obligation, and (b) the Claim does not seek to impose any material liability or obligation on reimburses the Indemnified Party other than for money damages. If such conditions are satisfied the reasonable cost and expenses incurred by the Indemnified Party prior to the assumption by the Indemnifying Party elects to assume and control of such defense. 16.4.2 The Indemnified Party shall not settle or compromise any claim, demand, action, suit or proceeding without the defense prior written consent of a Claim, then (i) the Indemnifying Party will unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure the loss to be indemnified hereunder to the extent so compromised or settled. 16.4.3 If the Indemnified Party has exercised its rights under this Article 16.4.1 , the Indemnified Party shall not be liable for entitled to settle or compromise any settlement claim, action, suit or proceeding without the prior written consent of such Claim effected without its consent, the Indemnifying Party (which consent will shall not be unreasonably withheld; (ii) withheld or delayed). 16.4.4 For the avoidance of doubt, it is hereby expressly clarified that in the event the Indemnifying Party may not settle such Claim without the consent of exercises its rights under Article 16.4.1, the Indemnified Party (not shall nevertheless have the right to be unreasonably withheld) unless employ its own counsel, and such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party counsel may employ separate counsel and participate in the defense thereofsuch action, but the Indemnified Party will be responsible for the reasonable fees and expenses of such counsel unless shall be at the expense of the Indemnified Party, when and as incurred, unless: (Aa) the employment of counsel by such party has been authorised in writing by the Indemnifying Party; or (b) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such action; or (c) the Indemnifying Party has failed shall not, in fact, have employed independent counsel reasonably satisfactory to the Indemnified Party, to assume the defense of such Claim or to employ counsel with respect thereto or action and shall have been so notified by the Indemnified Party; or (Bd) a conflict of interest exists between the interests of the Indemnified Party shall have reasonably concluded and specifically notified the Indemnifying Party either: (i) that requires representation by separate counsel, in there may be specific defenses available to it which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of different from or additional to those available to the Indemnifying Party; provided or (ii) that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement: Provided that if Sub-parts (b), (c) or (d) of this Article 16.4.4 shall be applicable, the counsel for the Indemnified Party may not settle any shall have the right to direct the defense of such Claim without the consent claim, demand, action, suit or proceeding on behalf of the Indemnifying Party (not to be unreasonably withheld) unless Indemnified Party, and the reasonable fees and disbursements of such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's expense)counsel shall constitute legal or other expenses hereunder.

Defense of Claims. 18.2.1 The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder and their reasonable costs and expenses shall be indemnified by the Indemnifying Party. If the Indemnifying Party may elect acknowledges in writing its obligation to indemnify the person indemnified in respect of loss to the full extent provided by this Article 18, the Indemnifying Party shall be entitled, at its option, to assume and control the defense defence of such claim, action, suit or proceeding liabilities, payments and obligations at its expense and through counsel of its choice provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure, the loss to be indemnified hereunder to the extent so compromised or settled. 18.2.2 If the Indemnifying Party has exercised its rights under Article 18.2.1, the Indemnified Party shall not be entitled to settle or compromise any Claimclaim, including action suit or proceeding without the prior written consent of the Indemnifying Party (which consent shall not be unreasonable withheld or delayed). 18.2.3 If the Indemnifying Party exercises its rights under Article 18.2.1 then the Indemnified Party shall nevertheless have the right to employ its own counsel and such counsel any participate in such action, but the cost and expenses of such counsel shall be at the expense of such Indemnified Party, when and as incurred, unless: 1. The employment of counsel by such party has been authorized in writing by the Indemnifying Party; or 2. The Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defence of such action; or 3. The Indemnifying Party shall not in fact have employed independent counsel reasonable satisfactory to the Indemnified Party and the payment of expenses related thereto, if (a) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then (i) the Indemnifying Party will not be liable for any settlement defence of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full action and unconditional release of shall have been so notified by the Indemnified Party; or 4. The Indemnified Party shall have reasonably concluded and (iii) specifically notified the Indemnifying Party either: i. That there may be specific defences available to it which are different from or additional to those available to the Indemnifying Party; or ii. That such claim, action, suit or proceeding involves or could have a Material Adverse Change upon it beyond the scope of this Agreement; 18.2.4 Provided that if clauses 2, 3, or 4 of Article 18.2.3 shall be applicable, counsel for the Indemnified Party may employ separate counsel and participate in shall have the defense thereof, but right to direct the Indemnified Party will be responsible for the fees and expenses defence of such counsel unless (A) the Indemnifying Party has failed to assume the defense of such Claim claim, action, suit or to employ counsel with respect thereto or (B) a conflict of interest exists between the interests proceeding on behalf of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees reasonable cost and expenses disbursements of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of the Indemnifying Party; provided that the Indemnified Party may not settle any such Claim without the consent of the Indemnifying Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's expense)shall constitute legal or other expenses hereunder.

Defense of Claims. 18.2.1. The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder and their reasonable costs and expenses shall be indemnified by the Indemnifying Party. If the Indemnifying Party may elect acknowledges in writing its obligation to indemnify the person indemnified in respect of loss to the full extent provided by this Article 18, the Indemnifying Party shall be entitled, at its option, to assume and control the defense defence of such claim, action, suit or proceeding liabilities, payments and obligations at its expense and through counsel of its choice provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure, the loss to be indemnified hereunder to the extent so compromised or settled. 18.2.2. If the Indemnifying Party has exercised its rights under Article 18.2.1, the Indemnified Party shall not be entitled to settle or compromise any Claimclaim, including action suit or proceeding without the prior written consent of the Indemnifying Party (which consent shall not be unreasonable withheld or delayed). 18.2.3. If the Indemnifying Party exercises its rights under Article 18.2.1 then the Indemnified Party shall nevertheless have the right to employ its own counsel and such counsel any participate in such action, but the cost and expenses of such counsel shall be at the expense of such Indemnified Party, when and as incurred, unless: 1. The employment of counsel by such party has been authorized in writing by the Indemnifying Party; or 2. The Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defence of such action; or 3. The Indemnifying Party shall not in fact have employed independent counsel reasonable satisfactory to the Indemnified Party and the payment of expenses related thereto, if (a) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then (i) the Indemnifying Party will not be liable for any settlement defence of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full action and unconditional release of shall have been so notified by the Indemnified Party; or 4. The Indemnified Party shall have reasonably concluded and (iii) specifically notified the Indemnifying Party either: i. That there may be specific defences available to it which are different from or additional to those available to the Indemnifying Party; or ii. That such claim, action, suit or proceeding involves or could have a Material Adverse Change upon it beyond the scope of this Agreement; 18.2.4. Provided that if clauses 2, 3, or 4 of Article 18.2.3 shall be applicable, counsel for the Indemnified Party may employ separate counsel and participate in shall have the defense thereof, but right to direct the Indemnified Party will be responsible for the fees and expenses defence of such counsel unless (A) the Indemnifying Party has failed to assume the defense of such Claim claim, action, suit or to employ counsel with respect thereto or (B) a conflict of interest exists between the interests proceeding on behalf of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees reasonable cost and expenses disbursements of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of the Indemnifying Party; provided that the Indemnified Party may not settle any such Claim without the consent of the Indemnifying Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's expense)shall constitute legal or other expenses hereunder.

Defense of Claims. The Indemnifying Party may elect to assume and control the defense of any Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if (a) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such third party Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and ; (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages; and (c) the Claim does not relate to the Indemnified Party's relationship with its customers or employees. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then (i) the Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to adequately assume the defense of such Claim or to employ counsel with respect thereto or (B) a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of the Indemnifying Party; provided that the Indemnified Party may not settle any such Claim without the consent of the Indemnifying Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's cost and expense).

Defense of Claims. The In connection with any claim giving rise to indemnity under this Agreement resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party may elect to assume at its sole cost and control the defense of any Claim, including the employment of expense and with counsel reasonably satisfactory to the Indemnified Party and may, upon written notice to the payment Indemnified Party, assume the defense of expenses related thereto, any such claim or legal proceeding if (a) the Indemnifying Party acknowledges to the Indemnified Party in writing, within fifteen (15) days after receipt of notice from the Indemnified Party, its obligation obligations to indemnify the Indemnified Party for any Losses resulting from with respect to all elements of such Claim and claim based upon the facts then reasonably known to such Indemnifying Party, (b) the Indemnifying Party provides reasonable the Indemnified Party with evidence reasonably acceptable to the Indemnified Party of its financial ability to satisfy such obligation, and (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then (i) that the Indemnifying Party will not be liable for any settlement of have the financial resources to defend against such Claim effected without third-party claims and fulfill its consentindemnification obligations hereunder, which consent will not be unreasonably withheld; (iic) the Indemnifying Party may third-party claim involves only money damages and does not settle such Claim without the consent seek an injunction or other equitable relief, and (d) settlement or an adverse judgment of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release third-party claim is not, in the good faith judgment of the Indemnified Party, likely to establish a pattern or practice adverse to the continuing business interests of the Indemnified Party. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; and (iii) PROVIDED, HOWEVER, that if there are one or more legal defenses available to the Indemnified Party may employ separate counsel and participate in that conflict with those available to the defense thereofIndemnifying Party, but or if the Indemnifying Party fails to take reasonable steps necessary to defend diligently the claim after receiving notice from the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) that it believes the Indemnifying Party has failed to do so, the Indemnified Party may assume the defense of such Claim or to employ claim; PROVIDED, FURTHER, that the Indemnified Party may not settle such claim without the prior written consent of the Indemnifying Party, which consent may not be unreasonably withheld. If the Indemnified Party assumes the defense of the claim, the Indemnifying Party shall reimburse the Indemnified Party for the reasonable fees and expenses of counsel with respect thereto or (B) a conflict of interest exists between the interests of retained by the Indemnified Party and the Indemnifying Party that requires representation by separate counselshall be entitled to participate in (but not control) the defense of such claim, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume and control defended such third party claim or the defense amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the Claim at the expense of the Indemnifying Party; provided evidence that the Indemnified Party did not defend or settle such third party claim in a reasonably prudent manner. The parties agree to render, without compensation, to each other such assistance as they may reasonably require of each other in order to insure the proper and adequate defense of any action, suit or proceeding, whether or not settle subject to indemnification hereunder. If the indemnification provided for in this Article XI is for any reason unenforceable, the party against whom indemnification was sought agrees to contribute to the claims for which such Claim without the consent of the Indemnifying Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate indemnification is unenforceable in such defense (at proportion as is appropriate to reflect the Indemnifying relative fault of such party, on the one hand, and the Indemnified Party's expense), on the other hand, as well as any other relevant equitable considerations.

Defense of Claims. The (a) If any claim (the “Claim”) is filed or initiated against any party entitled to the benefit of indemnity hereunder (the “Indemnified Party”), written notice thereof specifying in detail the source of the Claim or potential Claim under Section 6.2, Section 6.3 or Section 6.4, as the case may be, shall be given to the indemnifying party (the “Indemnifying Party”) promptly (and in any event within ten (10) days after notice of the Claim); provided, however, that the failure of any Indemnified Party to give timely notice shall not affect rights to indemnification hereunder except to the extent that the Indemnifying Party may elect demonstrates actual damage caused by such failure. After such notice, the Indemnifying Party shall be entitled, if it so elects, to assume and take control of the defense and investigation of any Claimsuch Claim and to employ and engage attorneys of its own choice to handle and defend the same, including the employment of counsel such attorneys to be reasonably satisfactory to the Indemnified Party Party, at the Indemnifying Party’s cost, risk and expense and to compromise or settle such Claim, which compromise or settlement shall be made only with the payment written consent of expenses related theretothe Indemnified Party; provided such consent shall not be unreasonably withheld and provided, further, that if (a) the sole settlement relief payable to a third party in respect of such Claim is monetary damages that are paid in full by the Indemnifying Party acknowledges its obligation and such settlement includes an unconditional term (subject only to indemnify the foregoing payment being concurrently made) releasing the Indemnified Party for any Losses resulting and its affiliates from all liability in respect of such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then (i) the Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim claim without the consent of the Indemnified Party Party. (not to be unreasonably withheldb) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) If the Indemnifying Party has failed fails to assume the defense of such Claim within thirty (30) days after receipt of notice thereof pursuant to this Section 6.5, the Indemnified Party against which such Claim has been filed or initiated will (upon delivering notice to employ such effect to the Indemnifying Party) have the right to undertake, at the Indemnifying Party’s cost and expense, to the extent otherwise provided herein, the defense, compromise or settlement of such Claim on behalf of and for the account and risk of the Indemnifying Party; provided, however, that such Claim shall not be compromised or settled without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. In the event the Indemnified Party assumes defense of the Claim, the Indemnified Party will keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement and will consult with, when appropriate, and consider any reasonable advice from, the Indemnifying Party of any such defense, compromise or settlement. To the extent otherwise provided herein, the Indemnifying Party shall be liable for any settlement of any action effected pursuant to and in accordance with this Section 6.5 and for any final judgment (subject to any right of appeal), and the Indemnifying Party agrees to indemnify and hold harmless the Indemnified Party from and against any Damages by reason of such settlement or judgment. (c) If the Indemnifying Party elects to defend any Claim under this Section 6.5, then the Indemnified Party shall be entitled to participate (but not control) such defense with counsel with respect thereto or (B) reasonably acceptable to the Indemnifying Party, at such Indemnified Party’s sole cost and expense, provided, that in any Claim where both an Indemnified Party and an Indemnifying Party are named as defendants, if counsel to the Indemnified Party shall reasonably conclude in writing that there is a reasonably apparent conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party, then the Indemnified Party that requires representation by separate counsel, in which case shall have the fees and expenses of such separate counsel will be paid by right to select one law firm reasonably acceptable to the Indemnifying Party at the Indemnifying Party’s expense as separate counsel on behalf of the Indemnified Parties. If the Indemnifying Party elects to defend, compromise or settle such conditions are not satisfiedClaim, the Indemnified Party may assume and control shall cooperate in the defense against, or compromise or settlement of, such Claim. If the Indemnifying Party chooses to defend any claim, the Indemnified Party shall make available to the Indemnifying Party any personnel or any books, records or other documents within its control that are reasonably necessary or appropriate for such defense, subject to the execution of appropriate confidentiality agreements. (d) Any Indemnified Party seeking indemnification for any Claim or potential Claim arising from a claim asserted by any party to this Agreement against the Indemnifying Party shall give prompt written notice to the Indemnifying Party specifying in detail the source of the Claim at or potential Claim under Section 6.2, Section 6.3 or Section 6.4, as the expense of the Indemnifying Party; provided that the Indemnified Party case may not settle any such Claim without the consent of the Indemnifying Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's expense)be.

Defense of Claims. The Each party entitled to indemnification under this ----------------- Section 7 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party may elect to assume and control the defense has actual knowledge of any Claimclaim as to which indemnity may be sought, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if (a) shall permit the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then (i) the Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to assume the defense of any such Claim claim or to employ any litigation resulting therefrom, provided that counsel with respect thereto for the Indemnifying Party, who shall conduct the defense of such claim or (B) a conflict of interest exists between the interests of litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of the Indemnifying Party; provided that the Indemnified Party may not settle any such Claim without the consent of the Indemnifying Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at such party's expense; provided, however, that the Indemnifying Party -------- ------- shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the -------- ------- failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 7 unless the failure to give such notice is materially prejudicial to an Indemnifying Party's expense)ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without such Indemnifying Party's prior consent.

Defense of Claims. The If a Third Party Claim is made against an Indemnified Party, the Applicable Indemnifying Party may elect will be entitled (a) to participate in the defense thereof and, (b) if it so chooses, to assume and control the defense of any Claimthereof with counsel selected by the Applicable Indemnifying Party; provided, including the employment of however, that in connection with such assumption (i) such counsel is not reasonably satisfactory objected to by the Indemnified Party and the payment of expenses related thereto, if (aii) the Applicable Indemnifying Party acknowledges first admits in writing its obligation joint and several liability to indemnify the Indemnified Party for any Losses resulting from with respect to all elements of such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damagesclaim in full. If such conditions are satisfied and the Applicable Indemnifying Party elects to assume and control the defense of a Third Party Claim, then (i) the Applicable Indemnifying Party will (x) not be liable to the Indemnified Party for any settlement of legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof, (y)(i) cooperate in all reasonable respects with the Applicable Indemnifying Party in connection with such Claim effected without its consent, which consent will not be unreasonably withheld; defense and (ii) the Indemnifying not admit any liability with respect to, or settle, compromise or discharge, such Third Party may not settle such Claim without the consent of Applicable Indemnifying Party’s prior written consent, as the Indemnified Party (not to case may be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iiiz) be entitled to participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnified Party may employ separate counsel defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to the Applicable Indemnifying Party of the terms of such settlement and participate in the defense thereof, but Applicable Indemnifying Party shall promptly reimburse the Indemnified Party will be responsible for upon written request. Anything contained in this Note Purchase Agreement to the fees and expenses of such counsel unless (A) contrary notwithstanding, the Applicable Indemnifying Party has failed shall not be entitled to assume the defense of such any part of a Third Party Claim that seeks an order, injunction or to employ counsel with respect thereto other equitable relief or (B) a conflict of interest exists between the interests of relief for other than money damages against the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of the Indemnifying Party; provided that the Indemnified Party may not settle any such Claim without the consent of the Indemnifying Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's expense).

Defense of Claims. The Indemnifying Party may elect to assume and control the defense of any Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if (a) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then (i) the Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to assume the defense of such Claim or to employ counsel with respect thereto or (B) a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of the Indemnifying Party; provided that the Indemnified Party may not settle any such Claim without the consent of the Indemnifying Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's expense).not

Defense of Claims. The (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any action or proceeding by any entity that is not a party to this Agreement or an Affiliate of such a party (a "Third Party Claim") against such Indemnitee, with respect to which an Indemnifying Party may elect is obligated to provide indemnification under this Agreement, the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than ten (10) calendar days after receipt of notice of such Third Party Claim; provided, however, that the failure of the Indemnitee to notify the Indemnifying Party shall only relieve the Indemnifying Party from its obligation to indemnify the Indemnitee pursuant to this Article 12 to the extent that the Indemnifying Party is materially prejudiced by such failure (whether as a result of the forfeiture of substantive rights or defenses or otherwise). Upon receipt of notification of a Third Party Claim, the Indemnifying Party shall be entitled, upon written notice to the Indemnitee, to assume the investigation and control the defense of any Claim, including the employment of thereof with counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if (a) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and (b) the Claim does Indemnitee. Whether or not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume the investigation and control the defense of a any Third Party Claim, then the Indemnitee shall have the right to employ separate counsel and to participate in the investigation and defense thereof; provided, however, that the Indemnitee shall pay the fees and disbursements of such separate counsel unless (i) the Indemnifying Party will not be liable for any settlement employment of such Claim effected without its consentseparate counsel has been specifically authorized in writing by the Indemnifying Party, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to assume the defense of such Third Party Claim within reasonable time after receipt of notice thereof with counsel reasonably satisfactory to such Indemnitee, or (iii) the named parties to employ the proceeding in which such claim, demand, action or cause of action has been asserted include both the Indemnifying Party and such Indemnitee and, in the reasonable judgment of counsel to such Indemnitee, there exists one or more defenses that may be available to the Indemnitee that are in conflict with those available to the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be liable for the fees and disbursements of more than one counsel for all Indemnified Parties in connection with any one proceeding or any similar or related proceedings arising from the same general allegations or circumstances. Without the prior written consent of the Indemnitee, the Indemnifying Party will not enter into any settlement of any Third Party Claim that would lead to liability or create any financial or other obligation on the part of the Indemnitee unless such settlement includes as an unconditional term thereof the release of the Indemnitee from all liability in respect of such Third Party Claim. If a settlement offer solely for money damages is made by the applicable third party claimant, and the Indemnifying Party notifies the Indemnitee in writing of the Indemnifying Party's willing-ness to accept the settlement offer and pay the amount called for by such offer without reservation of any rights or defenses against the Indemnitee, the Indemnitee may continue to contest such claim, free of any participation by the Indemnifying Party, and the amount of any ultimate liability with respect thereto to such Third Party Claim that the Indemnifying Party has an obligation to pay hereunder shall be limited to the lesser of (A) the amount of the settlement offer that the Indemnitee declined to accept plus the Losses of the Indemnitee relating to such Third Party Claim through the date of its rejection of the settlement offer or (B) a conflict of interest exists between the interests aggregate Losses of the Indemnified Indemnitee with respect to such claim. (b) Any claim by an Indemnitee on account of an Indemnifiable Loss that does not result from a Third Party Claim (a "Direct Claim") will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after the receipt of notice thereof, and the Indemnifying Party that requires representation by separate counselwill have a period of thirty (30) calendar days within which to respond in writing to such Direct Claim. If the Indemnifying Party does not so respond within such thirty (30) calendar day period, the Indemnifying Party will be deemed to have rejected such claim, in which case event the fees Indemnitee will be free to pursue such remedies as may be available to the Indemnitee on the terms and expenses subject to the provisions of this Article 12. (c) If after the making of any Indemnification Payment the amount of the Indemnifiable Loss to which such payment relates is reduced by recovery, settlement or otherwise under any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other entity, the amount of such separate counsel reduction (less any costs, expenses, premiums or taxes incurred in connection therewith) will promptly be paid repaid by the Indemnitee to the Indemnifying Party. If such conditions are not satisfiedUpon making any Indemnification Payment, the Indemnified Indemnifying Party may assume and control will, to the defense extent of such Indemnification Payment, be subrogated to all rights of the Claim at the expense Indemnitee against any third party that is not an Affiliate of the Indemnifying PartyIndemnitee in respect of the Indemnifiable Loss to which the Indemnification Payment relates; provided that (i) the Indemnified Indemnifying Party may not settle any shall then be in compliance with its obligations under this Agreement in respect of such Claim without Indemnifiable Loss, and (ii) until the consent Indemnitee recovers full payment of its Indemnifiable Loss, all claims of the Indemnifying Party (not against any such third party on account of said Indemnification Payment will be subrogated and subordinated in right of payment to be unreasonably withheld) unless the Indemnitee's rights against such settlement includes a full third party. Without limiting the generality or effect of any other provision of this Article 12, each such Indemnitee and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at will duly execute upon request all instruments reasonably necessary to evidence and perfect the Indemnifying Party's expense)above-described subrogation and subordination rights.

Defense of Claims. The Indemnifying Party may elect shall have twenty (20) calendar days after receipt of the Litigation Notice to assume notify the Claimant that it elects to conduct and control any legal or administrative action or suit with respect to an identifiable claim (the defense “Election Notice”). If the Indemnifying Party gives a Disagreement Notice (as defined below) or does not give the foregoing Election Notice, the Claimant shall have the right to defend, contest, settle or compromise such action or suit in the exercise of any Claim, including its sole discretion. If the employment of counsel Indemnifying Party gives the foregoing Election Notice and provides information reasonably satisfactory to the Indemnified Claimant confirming the Indemnifying Party’s financial capacity to defend such Indemnity Loss, the Indemnifying Party shall have the right to undertake, conduct and control, through counsel selected by the Indemnifying Party and at the payment Indemnifying Party’s sole expense, the conduct and settlement of expenses related theretosuch action or suit, if and the Claimant shall cooperate with the Indemnifying Party in connection therewith; provided, however, that (a) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence shall not thereby consent to the Indemnified Party terms of its financial ability any settlement or to satisfy the imposition of any injunction against the Claimant without the prior written consent of the Claimant (such obligationapproval not be unreasonably withheld or delayed) unless such settlement provides the Claimant with a full release from Liability and the sole relief provided in connection with such settlement is monetary damages, and (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects shall permit the Claimant to assume and control the defense of a Claim, then (i) the Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in such conduct or settlement through legal counsel chosen by the defense thereofClaimant, but the Indemnified Party will be responsible for the fees and expenses of such legal counsel unless shall be borne by the Claimant, except as provided in clause (Ac) below, (c) upon a final determination of such action or suit, the Indemnifying Party has failed shall promptly reimburse the Claimant, to assume the defense extent required under this ARTICLE VII for the full amount of such Claim or to employ counsel with respect thereto or (B) a conflict of interest exists between any Indemnity Loss incurred by the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counselClaimant, in which case the except fees and expenses of legal counsel that the Claimant incurred after the assumption of the conduct and control of such separate counsel will be paid action or suit by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of the Indemnifying Party; provided that the Indemnified Party may not settle any such Claim without the consent of the Indemnifying Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's expense)good faith.

Defense of Claims. The Each party entitled to indemnification under ----------------- this Section 7 (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party may elect to assume and control the defense has actual knowledge of any Claimclaim as to which indemnity may be sought, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if (a) shall permit the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then (i) the Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to assume the defense of any such Claim claim or to employ any litigation resulting therefrom, provided that counsel with respect thereto for the Indemnifying Party, who shall conduct the defense of such claim or (B) a conflict of interest exists between the interests of litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of the Indemnifying Party; provided that the Indemnified Party may not settle any such Claim without the consent of the Indemnifying Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at such party's expense; provided, however, that the Indemnifying Party -------- ------- shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the -------- ------- failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 7 unless the failure to give such notice is materially prejudicial to an Indemnifying Party's expense)ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation and include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without such Indemnifying Party's prior written consent.

Defense of Claims. The Indemnifying (a) If any third party shall notify any Indemnified Party with respect to any matter (a "THIRD PARTY CLAIM") which may elect give rise to assume a claim for indemnification against Seller under Section 8.1, then the Indemnified Party ----------- shall promptly notify Seller in writing; provided, however, that no delay on the part of the Indemnified Party in notifying Seller shall relieve Seller from any obligation hereunder unless (and control then solely to the defense extent) Seller thereby is materially prejudiced. (b) Seller will have the right to defend the Indemnified Party against the Third Party Claim with counsel of any Claim, including the employment of counsel reasonably its choice satisfactory to the Indemnified Party and so long as (i) Seller notifies the payment Indemnified Party in writing within 15 days after the Indemnified Party has given notice of expenses related thereto, if (a) the Third Party Claim that the Indemnifying Party acknowledges its obligation to indemnify will assume the defense of such claim, (ii) Seller provides the Indemnified Party for any Losses resulting from such Claim and provides reasonable with evidence acceptable to the Indemnified Party that the Seller will have the financial resources to defend against the Third Party Claim and fulfill its indemnification obligations hereunder, (iii) the Third Party Claim involves only money damages not in excess of its financial ability the limitations set forth in Section 8.6 hereof and does not seek an ----------- injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the Third Party claim is not, in the good faith judgment of the Indemnified Party, likely to satisfy such obligationestablish a precedentual custom or practice adverse to the continuing business interests of the Indemnified Party, and (bv) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume and control Seller conducts the defense of a Claimthe Third Party Claim actively and diligently. (c) So long as Seller is conducting the defense of the Third Party claim in accordance with Section 8.2(b) above, then (i) the Indemnifying Indemnified Party will not be liable for any settlement -------------- may retain separate co-counsel at its sole cost and expense and participate in the defense of such Claim effected without its consentthe Third Party Claim, which consent will not be unreasonably withheld; (ii) the Indemnifying Indemnified Party may will not settle such consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of Seller (not to be withheld unreasonably), and (iii) Seller will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld unreasonably). (d) unless such settlement includes a full and unconditional release In the event any of the Indemnified Party; and conditions in Section 8.2(b) above -------------- is or becomes unsatisfied, however, (iiii) the Indemnified Party may employ separate counsel defend against, and participate consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in the defense thereof, but any manner it reasonably may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, Seller in connection therewith), (ii) Seller will be responsible reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim, including reasonable attorneys' fees and expenses of such counsel unless (Abut only if and to the extent they are required to do so under this Agreement), an (iii) the Indemnifying Party has failed to assume the defense of such Claim or to employ counsel with respect thereto or (B) a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel Seller will be paid by the Indemnifying Party. If such conditions are not satisfied, remain responsible for any Indemnifiable Costs the Indemnified Party may assume and control suffer resulting from, arising out of, relating to, in the defense of nature of, or caused by the Third Party Claim at to the expense of the Indemnifying Party; fullest extent provided that the Indemnified Party may not settle any such Claim without the consent of the Indemnifying Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's expense)this Article VIII.

Defense of Claims. The COPR Indemnitees or the Manager Indemnitees (each, a "Protected Party"), as applicable, shall give prompt notice to any person who is obligated to provide indemnification hereunder (an "Indemnifying Party") of the commencement or assertion of any Claim. Any failure so to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may elect have to assume such Protected Party under Section 10.1 or Section 10.2, as applicable, except to extent the failure to give such notice materially and control adversely prejudices such Indemnifying Party. Subject to non-interference with any insurance defense being provided with respect thereto, the Indemnifying Party shall be entitled to defend, subject to consultation with the Protected Party, any Claim brought against the Protect Party arising out of or connected with any matters referred to in this Section 10.3, and each party shall provide the other with such assistance in relation to the defense of any Claim, including such Claim as either party may reasonably request. The Indemnifying Party shall inform the employment Protected Party on a periodic basis of counsel reasonably satisfactory the status and progress of any Claims to which this Section 10.3 relates and shall have due regard to any views expressed by the Indemnified Protected Party and the payment of expenses related in relation thereto, if (a) . The Protected Party shall cooperate with all reasonable requests made by the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for in defending such Claims. Neither party shall compromise or settle any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then (i) the Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the other party's consent of the Indemnified Party (not to be unreasonably withheld) unless , conditioned or delayed). If, pending the outcome of litigation, neither party has accepted indemnification responsibility with respect thereto, then and in such settlement includes a full event, subject at all times to non-interference with any insurance defense being provided and unconditional release of subject also to the Indemnified Party; and (iii) obligation to cooperate with the Indemnified Party may employ separate counsel and other party as hereinabove set forth, each party shall be entitled to participate in the defense thereofof any such Claim, initially at its own expense but with the Indemnified benefit of subsequent indemnification pursuant to Section 10.1 (if the Protected Party will be responsible for is a COPR Indemnitee) or Section 10.2 (if the fees and expenses of such counsel unless (A) Protected Party is a Manager Indemnitee). Even if the Indemnifying Party has failed to assume assumed the defense of such any Claim or to employ counsel and has acknowledged its indemnification obligations with respect thereto or (B) a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfiedthereto, the Indemnified Protected Party may assume and control the defense of the Claim at the expense of the Indemnifying Party; provided that the Indemnified Party may not settle any such Claim without the consent of the Indemnifying Party (not nevertheless shall be entitled to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (on its own behalf and at its own expense, subject to non-interference with insurance defense and the duty to cooperate with the Indemnifying Party's expense)Party as hereinabove provided.

Defense of Claims. The Indemnifying Party may elect to assume and control the defense of any Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related theretoto such Claim, if (a) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and ; (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages; and (c) the Claim is not of a nature or amount that in the good faith opinion of the Indemnified Party, its prosecution could reasonably be expected to have a material and adverse effect on the Indemnified Party's relationship with any significant customer. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then (i) the Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereofof such Claim, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to adequately assume the defense of such Claim or to employ counsel with respect thereto or (B) in the reasonable opinion of the Indemnified Party a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of Claim; provided, that, the Indemnifying Party; provided that Party will not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld or delayed, unless the Indemnifying Party has not established to the reasonable satisfaction of the Indemnified Party may not settle any such Claim without that it is financially capable of paying the consent of the Indemnifying Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's expense)entire Claim.

Defense of Claims. The Indemnifying If a Third Party may elect Claim is made against an Indemnified Party, (a) the Contributor will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume and control the defense of any Claimthereof with counsel selected by the Contributor, including the employment of provided that in connection with such assumption such counsel is reasonably satisfactory to the Indemnified Party. Should the Contributor so elect to assume the defense of a Third Party and Claim, the payment of expenses related thereto, if (a) the Indemnifying Party acknowledges its obligation Contributor will not be liable to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to legal expenses subsequently incurred by the Indemnified Party of its financial ability to satisfy such obligation, and (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume and control in connection with the defense of a Claim, then thereof unless (i) the Indemnifying Party will not be liable for any settlement employment of such Claim effected without its consentcounsel has been specifically authorized by the Contributor, which consent will not be unreasonably withheld; (ii) the Indemnifying Indemnified Party shall have been advised by its counsel that there may not settle such Claim without the consent be a conflict of interest between the Indemnified Party and the Contributor in the defense of such action (in which case the Contributor shall not have the right to be unreasonably withheld) unless direct the defense of such settlement includes a full and unconditional release of action on the Indemnified Party; and ’s behalf), or (iii) the Indemnified Party may Contributor shall have failed to contest or defend such action within a reasonable time or failed to continue to employ separate counsel and participate in the defense thereof, but satisfactory to the Indemnified Party will be responsible for Party, in any of which cases the fees and expenses of such the Indemnified Party’s counsel unless (A) shall be at the Indemnifying Party has failed Contributor’s cost and expense and subject to the indemnity provided for hereunder. If the Contributor elects to assume the defense of such Claim or to employ counsel with respect thereto or (B) a conflict of interest exists between the interests of Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with the Contributor in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the Indemnifying Contributor’s prior written consent, as the case may be. If the Contributor shall assume the defense of any Third Party that requires representation by separate counselClaim, in which case the fees and expenses Contributor shall not settle, compromise or discharge such Third Party Claim without the prior written consent of each applicable Indemnified Party, unless such separate counsel will be paid by the Indemnifying settlement, compromise or discharge includes a complete release of each such Indemnified Party reasonably satisfactory to such Indemnified Party. If the Contributor shall assume the defense of any Third Party Claim, except as provided above, the Indemnified Party shall be entitled to participate in (but not control) such conditions are defense with its own counsel at its own expense. If the Contributor does not satisfiedassume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to the Contributor of such terms and the Contributor will promptly reimburse the Indemnified Party upon written request. Anything contained in this Agreement to the contrary notwithstanding, the Contributor shall not be entitled to assume and control the defense of the any part of a Third Party Claim at the expense of the Indemnifying Party; provided that seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party may not settle any or unless the Contributor has demonstrated to the Indemnified Party reasonable financial capacity to meet its obligations with respect to such Claim without the consent of the Indemnifying Third Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's expense)Claim.

Defense of Claims. The Indemnifying Party may elect to assume and control the defense of any Loss Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if (a) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such indemnification obligation, and ; (b) the Loss Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages; and (c) the Loss Claim does not relate to the Indemnified Party's relationship with its customers or employees. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Loss Claim, then (i) the Indemnifying Party will not be liable for any settlement of such Loss Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Loss Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to adequately assume the defense of such Loss Claim or to employ counsel with respect thereto or (B) a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Partythereto. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of the Indemnifying PartyLoss Claim; provided that the Indemnified Party may not settle any such Loss Claim without the consent of the Indemnifying Party (Party, which consent will not to be unreasonably withheld) unless such settlement includes a full withheld (and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate will not be liable for any Claims resulting from a settlement effected in such defense (at the Indemnifying Party's expenseviolation of this clause).

Defense of Claims. The A Party with an indemnification obligation pursuant to this ARTICLE 11 (an “Indemnifying Party may elect Party”) shall have the right to assume and control defend the defense Indemnified Parties pursuant to this ARTICLE 11 by counsel of any Claim, the Indemnifying Party’s selection (including the employment of counsel insurance counsel) reasonably satisfactory to the Indemnified Party and Party, unless in the payment opinion of expenses related thereto, if (a) counsel for the Indemnifying Party acknowledges its obligation a conflict of interest between the Parties may exist with respect to indemnify such claim. If the Indemnifying Party does not assume the defense of the Indemnified Party, or if a conflict precludes counsel for the Indemnifying Party from providing the defense, then the Indemnifying Party shall reimburse the Indemnified Party on a monthly basis for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party’s defense through separate counsel of the Indemnified Party’s choice. Even if the Indemnifying Party assumes the defense of the Indemnified Party with acceptable counsel, the Indemnified Party, at its sole option, may participate in the defense, at its own expense, with counsel of its financial ability to satisfy such obligation, and (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and own choice without relieving the Indemnifying Party elects to assume of any of its obligations hereunder. The Parties shall give each other prompt written notice of any asserted claims or actions indemnified against hereunder and control shall cooperate with each other in the defense of a Claim, then (i) any such claims or actions. Without the Indemnifying Party will not be liable for any settlement prior written consent of such Claim effected without its consentthe Indemnified Party, which consent will shall not be unreasonably withheld; (ii) the , conditioned or delayed, no Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to assume the defense of such Claim or to employ counsel with respect thereto or (B) a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of the Indemnifying Party; provided that the Indemnified Party may not shall settle any such Claim without the consent of the Indemnifying Party (not to be unreasonably withheld) unless such settlement includes claims or actions in a full and unconditional release of the Indemnifying manner that would require any action or forbearance from action by any Indemnified Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's expense).

Defense of Claims. The Indemnifying Party may elect to assume and control the defense of any Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related theretoto such Claim, if (a) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and ; (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages; and (c) the Claim is not of a nature or amount that in the good faith opinion of the Indemnified Party, its prosecution could reasonably be expected to have a material and adverse effect on the Indemnified Party’s relationship with any significant customer. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then (i) the Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereofof such Claim, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to adequately assume the defense of such Claim or to employ counsel with respect thereto or (B) in the reasonable opinion of the Indemnified Party a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of the Indemnifying PartyClaim; provided that the Indemnified Party may not settle any such Claim without the consent of the Indemnifying Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided however, that the Indemnifying Party may participate in will not be liable for any settlement of such defense (at Claim effected without its consent, which consent will not be unreasonably withheld or delayed, unless the Indemnifying Party's expense)Party has not established to the reasonable satisfaction of the Indemnified Party that it is financially capable of paying the entire Claim.

Defense of Claims. The Indemnifying Upon receipt by the Indemnitor of a Claim Notice from an Indemnified Party with respect to any claim of a third party, such Indemnitor may elect to control negotiations towards the resolution of any such claim without the necessity for litigation, and if litigation ensues, assume and control the defense of any Claim, including the employment of thereof at such Indemnitor's cost and with counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if (a) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligationParty, and (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then (i) the Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will extend reasonable cooperation in the defense or prosecution thereof and will furnish such records, information and testimony and attend all such conferences, discovery proceedings, hearings, trials and appeals as may be responsible for reasonably requested in connection therewith. The Indemnified Party will have the right to employ its own counsel in any such case, but the fees and expenses of such counsel will be at the expense of the Indemnified Party unless (Ai) the Indemnifying Indemnitor does not promptly employ counsel reasonably satisfactory to such Indemnified Party has failed to assume take charge of the defense of such Claim action or (ii) such Indemnified Party reasonably concludes, based upon the opinion of its outside legal counsel, that there may be one or more legal defenses available to it, or to employ counsel with respect thereto or (B) a conflict of interest exists between the interests of the any other Indemnified Party and who has submitted a Claim Notice to the Indemnifying Party that requires representation by separate counselIndemnitor, which are different from or additional to those available to the Indemnitor, in either of which case events such reasonable fees and expenses will be borne by the Indemnitor (but in no event will the Indemnitor be required to pay the fees and expenses of such separate more than one counsel will be paid employed by the Indemnifying Party. If such conditions are not satisfied, the more than one Indemnified Party may assume with respect to any claim) and control the Indemnitor will not have the right to direct the defense of the Claim at the expense any such action on behalf of the Indemnifying Indemnified Party; provided that the Indemnified Party may not settle any such Claim without the consent of the Indemnifying Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's expense).

Defense of Claims. The Indemnifying Party may elect to assume and control the defense of any Loss Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if (a) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such indemnification obligation, and ; (b) the Loss Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages; and (c) the Loss Claim does not relate to the Indemnified Party's relationship with its customers or employees. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Loss Claim, then (i) the Indemnifying Party will shall not be liable for any settlement of such Loss Claim effected without its prior written consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Loss Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will shall be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to adequately assume the defense of such Loss Claim or to employ counsel with respect thereto or (B) a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Partythereto. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of the Indemnifying PartyLoss Claim; provided provided, however, that the Indemnified Party may not settle any such Loss Claim without the consent of the Indemnifying Party (Party, which consent shall not to be unreasonably withheld) unless such settlement includes a full withheld (and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate shall not be liable for any Claims resulting from a settlement effected in such defense (at the Indemnifying Party's expenseviolation of this clause).

Defense of Claims. 14.4.1 If any Indemnitee receives notice of the assertion of any Third Party Claim against such Indemnitee, with respect to which an Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of actual notice of such Third Party Claim; provided, however, that the failure of the Indemnitee to notify the Indemnifying Party during the required notification period shall only relieve the Indemnifying Party from its obligation to indemnify the Indemnitee pursuant to this Section 14 to the extent that Indemnifying Party is materially prejudiced by such failure (whether as a result of the forfeiture of substantive rights or defenses or otherwise); and provided, however, that the Indemnitee must, in any event, notify the Indemnifying Party prior to the Termination Date as required pursuant to Section 14.1 in order for such party to be indemnified. The Indemnifying Party may elect shall be entitled, upon written notice to the Indemnitee, to assume the investigation and control the defense of any Claim, including the employment of thereof with counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if (a) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and (b) the Claim does Indemnitee. Whether or not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume the investigation and control the defense of a any Third Party Claim, then (i) the Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) Indemnitee shall have the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not right to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and to participate in the investigation and defense thereof, but provided, however, that the Indemnified Party will be responsible for Indemnitee shall pay the fees and expenses disbursements of such separate counsel unless (Aa) the employment of such separate counsel has been specifically authorized in writing by the Indemnifying Party, (b) the Indemnifying Party has failed to assume the defense of such Third Party Claim or within a reasonable time after receipt of notice thereof with counsel reasonably satisfactory to employ counsel with respect thereto such Indemnitee, or (Bc) a the named parties to the proceeding in which such claim, demand, action or cause of action has been asserted include both the Indemnifying Party and the Indemnitee and, in the reasonable judgment of counsel to such Indemnitee, there exists one or more defenses that may be available to the Indemnitee that are in conflict with those available to the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be liable for the fees and disbursements of interest exists between more than one counsel for all Indemnified Parties in connection with any one proceeding or any similar or related proceedings arising from the interests same general allegations or circumstances. Without the prior written consent of the Indemnified Indemnitee, the Indemnifying Party will not enter into any settlement of any Third Party Claim that would lead to liability or create any financial or other obligation on the part of the Indemnitee unless such settlement includes as an unconditional term thereof the release of the Indemnitee from all liability in respect of such Third Party Claim. 14.4.2 Any Direct Claim will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after the Indemnitee actually becomes aware of the incurrence thereof, and the Indemnifying Party will have a period of thirty (30) calendar days within which to respond in writing to such Direct Claim; provided, however, that requires representation the failure of the Indemnitee to notify the Indemnifying Party shall only relieve the Indemnifying Party from its obligation to indemnify the Indemnitee pursuant to this Section 14 to the extent the Indemnifying Party is materially prejudiced by separate counselsuch failure (whether as a result of the forfeiture of substantive rights or defenses or otherwise); and provided, however, that the Indemnitee must, in any event, notify the Indemnifying Party prior to the Termination Date as required pursuant to Section 14.1 in order for such party to be indemnified. If the Indemnifying Party does not so respond within such thirty (30) calendar day period, the Indemnifying Party will be deemed to have rejected such claim, in which case event the fees Indemnitee will be free to pursue such remedies as may be available to the Indemnitee on the terms and expenses subject to the provisions of this Section 14. 14.4.3 If after the making of any Indemnification Payment, the amount of the Indemnifiable Loss to which such payment relates is reduced by recovery, settlement or otherwise under any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other entity, the amount of such separate counsel reduction (less any costs, expenses, premiums or taxes incurred in connection herewith) will promptly be paid repaid by the Indemnitee to the Indemnifying Party. If such conditions are not satisfiedUpon making any Indemnification Payment, the Indemnified Indemnifying Party may assume and control will, to the defense extent of such Indemnification Payment, be subrogated to all rights of the Claim at the expense Indemnitee against any third party that is not an affiliate of the Indemnifying PartyIndemnitee in respect to the Indemnifiable Loss to which the Indemnification Payment relates; provided that (a) the Indemnified Indemnifying Party may not settle any shall then be in compliance with its obligations under this Agreement in respect of such Claim without Indemnifiable Loss and (b) until the consent Indemnitee recovers full payment of its Indemnifiable Loss, all claims of the Indemnifying Party (not against such third party on account of said Indemnification Payment will be subrogated and subordinated in right of payment to be unreasonably withheld) unless the Indemnitee's rights against such settlement includes a full third party. Without limiting the generality or effect of any other provision of this Section 14, each such Indemnitee and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at will duly execute upon request all instruments reasonably necessary to evidence and perfect the Indemnifying Party's expense)above-described subrogation and subordination rights.

Defense of Claims. The If any lawsuit or enforcement action is filed against any party entitled to the benefit of indemnity hereunder, the Claim Notice thereof shall be given to the representative of the Indemnifying Party may elect to assume as promptly as practicable (and control in any event within thirty (30) calendar days after the defense service of the citation or summons). The failure of any ClaimIndemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, including except to the employment of counsel reasonably satisfactory extent that the Indemnifying Party demonstrates actual damage caused by such failure. After such notice, if the Indemnifying Party shall acknowledge in writing to the Indemnified Party and the payment of expenses related thereto, if (a) that the Indemnifying Party acknowledges shall be obligated under the terms of the indemnification provisions hereunder in connection with such lawsuit or action, then the Indemnifying Party shall be entitled, if it so elects, (1) to take control of the defense and investigation of such lawsuit or action, (2) to employ and engage attorneys of its obligation own choice to indemnify handle and defend the same, at the Indemnifying Party's cost, risk and expense unless the named parties to such action or proceeding include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party for any Losses resulting has been advised by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, and (3) to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of the Indemnified Party, such consent not to be unreasonably withheld. If the Indemnifying Party fails to assume the defense of such claim within fifteen (15) calendar days after receipt of the Claim and provides reasonable evidence to Notice, the Indemnified Party against which such claim has been asserted will (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake, at the Indemnifying Party's cost and expense, the defense, compromise or settlement of its financial ability to satisfy such obligation, claim on behalf of and (b) for the Claim does not seek to impose any material liability or obligation on account and risk of the Indemnifying Party. In the event the Indemnified Party other than for money damages. If such conditions are satisfied and assumes the defense of the claim, the Indemnified Party will keep the Indemnifying Party elects to assume and control reasonably informed of the defense progress of a Claimany such defense, then (i) the compromise or settlement. The Indemnifying Party will not shall be liable for any settlement of such Claim any action effected without its consentpursuant to and in accordance with this Section 11.3 and for any final judgment (subject to any right of appeal), which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to assume the defense of such Claim or to employ counsel with respect thereto or (B) a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation agrees to indemnify and hold harmless an Indemnified Party from and against any Damages by separate counsel, in which case the fees and expenses reason of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of the Indemnifying Party; provided that the Indemnified Party may not settle any such Claim without the consent of the Indemnifying Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's expense)or judgment.

Defense of Claims. 14.4.1 If any Indemnitee receives notice of the assertion of any Third Party Claim against such Indemnitee, with respect to which an Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of actual notice of such Third Party Claim; provided, however, that the failure of the Indemnitee to notify the Indemnifying Party during the required notification period shall only relieve the Indemnifying Party from its obligation to indemnify the Indemnitee pursuant to this Section 14 to the extent that Indemnifying Party is materially prejudiced by such failure (whether as a result of the forfeiture of substantive rights or defenses or otherwise); and provided, however, that the Indemnitee must, in any event, notify the Indemnifying Party prior to the Termination Date as required pursuant to Section 14.1 in order for such party to be indemnified. The Indemnifying Party may elect shall be entitled, upon written notice to the Indemnitee, to assume the investigation and control the defense of any Claim, including the employment of thereof with counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if (a) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and (b) the Claim does Indemnitee. Whether or not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume the investigation and control the defense of a any Third Party Claim, then the Indemnitee shall have the right to employ separate counsel and to participate in the investigation and defense thereof, provided, however, that the Indemnitee shall pay the fees and disbursements of such separate counsel unless (i) the Indemnifying Party will not be liable for any settlement employment of such Claim effected without its consentseparate counsel has been specifically authorized in writing by the Indemnifying Party, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to assume the defense of such Third Party Claim or within a reasonable time after receipt of notice thereof with counsel reasonably satisfactory to employ counsel with respect thereto such Indemnitee, or (Biii) a the named parties to the proceeding in which such claim, demand, action or cause of action has been asserted include both the Indemnifying Party and the Indemnitee and, in the reasonable judgment of counsel to such Indemnitee, there exists one or more defenses or claims that may be available to the Indemnitee that are in conflict with those available to the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be liable for the fees and disbursements of interest exists between more than one counsel for all Indemnified Parties in connection with any one proceeding or any similar or related proceedings arising from the interests same general allegations or circumstances. Without the prior written consent of the Indemnified Indemnitee, the Indemnifying Party will not enter into any settlement of any Third Party Claim that would lead to liability or create any financial or other obligation on the part of the Indemnitee unless such settlement includes as an unconditional term thereof the release of the Indemnitee from all liability in respect of such Third Party Claim. 14.4.2 Any Direct Claim will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after the Indemnitee actually becomes aware of the incurrence thereof, and the Indemnifying Party will have a period of thirty (30) calendar days within which to respond in writing to such Direct Claim; provided, however, that requires representation the failure of the Indemnitee to notify the Indemnifying Party shall only relieve the Indemnifying Party from its obligation to indemnify the Indemnitee pursuant to this Section 14 to the extent the Indemnifying Party is materially prejudiced by separate counselsuch failure (whether as a result of the forfeiture of substantive rights or defenses or otherwise); and provided, however, that the Indemnitee must, in any event, notify the Indemnifying Party prior to the Termination Date as required pursuant to Section 14.1 in order for such party to be indemnified. If the Indemnifying Party does not so respond within such thirty (30) calendar day period, the Indemnifying Party will be deemed to have rejected such claim, in which case event the fees Indemnitee will be free to pursue such remedies as may be available to the Indemnitee on the terms and expenses subject to the provisions of this Section 14. 14.4.3 If after the making of any Indemnification Payment, the amount of the Indemnifiable Loss to which such payment relates is reduced by recovery, settlement or otherwise under any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other entity, the amount of such separate counsel reduction (less any costs, expenses, premiums incurred in connection herewith) will promptly be paid repaid by the Indemnitee to the Indemnifying Party. If such conditions are not satisfiedUpon making any Indemnification Payment, the Indemnified Indemnifying Party may assume and control will, to the defense extent of such Indemnification Payment, be subrogated to all rights of the Claim at the expense Indemnitee against any third party that is not an affiliate of the Indemnifying PartyIndemnitee in respect to the Indemnifiable Loss to which the Indemnification Payment relates; provided that (i) the Indemnified Indemnifying Party may not settle any shall then be in compliance with its obligations under this Agreement in respect of such Claim without Indemnifiable Loss and (ii) until the consent Indemnitee recovers full payment of its Indemnifiable Loss, all claims of the Indemnifying Party (not against such third party on account of said Indemnification Payment will be subrogated and subordinated in right of payment to be unreasonably withheld) unless the Indemnitee's rights against such settlement includes a full third party. Without limiting the generality or effect of any other provision of this Section 14, each such Indemnitee and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at will duly execute upon request all instruments reasonably necessary to evidence and perfect the Indemnifying Party's expense)above-described subrogation and subordination rights.

Defense of Claims. The If any claim is brought against the Indemnified Party in respect of which the Indemnified Party has notified the Indemnifying Party may elect that it intends to seek indemnification from the Indemnifying Party for Losses covered by this Agreement and if the Indemnifying Party acknowledges and accepts responsibility without reservation to indemnify the Indemnified Party hereunder, then the Indemnifying Party shall assume sole control over the defense and settlement of such claim; provided, however, that: (A) the Indemnified Party shall be entitled to participate in, but not control, the defense of such claim and to employ counsel at its own expense to participate in the defense of such claim, and the Indemnifying Party shall have no further liability to the Indemnified Party for any legal fees or expenses incurred in connection with the claim; (B) the Indemnifying Party shall obtain the prior written approval of the Indemnified Party before (x) entering into any settlement of such claim that would require the Indemnified Party to take any action other than the payment of money, or (y) ceasing to defend against such claim, which approvals shall not be unreasonably withheld or delayed; (C) the Indemnifying Party shall notify the Indemnified Party of its election to assume and control of the defense of any Claim, including such claim within thirty (30) days after receipt of written notice of the employment of counsel reasonably satisfactory to action from the Indemnified Party; and (D) the Indemnified Party and shall cooperate in the payment defense of expenses related thereto, if (a) any claim for which indemnification is sought. In the event the Indemnifying Party acknowledges its obligation does not accept responsibility without reservation to indemnify the Indemnified Party hereunder, then the Indemnified Party shall retain sole control over the defense and settlement of such claim, and the Indemnifying Party shall remain obligated to indemnify the Indemnified Party for all Losses, including without limitation the costs of any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligationdefense, and (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Claimincluding attorney’s fees, then (i) the Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of incurred by the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to assume the defense of such Claim or to employ counsel with respect thereto or (B) a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of the Indemnifying Party; provided that the Indemnified Party may not settle any such Claim without the consent of the Indemnifying Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's expense).

Defense of Claims. The Indemnifying Party may elect to assume and control the defense of any Loss Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if (a) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such indemnification obligation, and ; (b) the Loss Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damagesthe payment of money; and (c) the Loss Claim does not relate to the Indemnified Party's relationship with its customers or employees. If Subject to the last sentence of this Section 7.4, if such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Loss Claim, then (i) the Indemnifying Party will shall not be liable for any settlement of such Loss Claim effected without its prior written consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Loss Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a so long as the Indemnified Parties are given full and unconditional release of the Indemnified Partyreleases; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will shall be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to adequately assume the defense of such Claim or Loss Claim, (B) the Indemnifying Party has failed to employ effective counsel with respect thereto or (BC) there may exist a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, or their counsel in which case the fees and expenses conduct of the defense of such separate counsel will be paid by action. If the Indemnifying Party. If such conditions are Party elects not satisfiedto assume and control the defense of a Loss Claim, the Indemnified Party may assume and control the defense of the Loss Claim and may contest, pay, settle or compromise any such Loss Claim on such terms and conditions as the Indemnified Party may determine at the cost and expense of the Indemnifying Party; , provided that if the Indemnified Party may not settle any such Claim without the amount to be paid shall exceed $1,000,000 then consent of the Indemnifying Party shall be requested, which consent will not be unreasonably withheld and in any event shall be deemed given if no objection is received by the Indemnified Party within three (3) Business Days after the delivery of such request. If the issue being contested is related to a Tax liability and the Indemnifying Party is Stockholder, Stockholder shall not to settle, either administratively or in any other forum, any claim for Taxes which would affect the liability for Tax of the Indemnified Parties for any period after the Closing Date, without prior written consent of the Indemnified Parties, which consent will not be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's expense).

Defense of Claims. The Indemnifying Each party entitled to indemnification under this Section 6 (the "INDEMNIFIED PARTY") shall give notice to the party required to provide indemnification (the "INDEMNIFYING PARTY") promptly after such Indemnified Party may elect to assume and control the defense has actual knowledge of any Claimclaim as to which indemnity may be sought, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if (a) shall permit the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then (i) the Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to assume the defense of any such Claim claim or to employ any litigation resulting therefrom, provided that counsel with respect thereto for the Indemnifying Party, who shall conduct the defense of such claim or (B) a conflict of interest exists between the interests of litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of the Indemnifying Party; provided that the Indemnified Party may not settle any such Claim without the consent of the Indemnifying Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at such party's expense; provided, however, that the Indemnifying Party shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party's expense)ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without such Indemnifying Party's prior consent.

Defense of Claims. The Each party entitled to indemnification under this Article VII (the "Indemnified Party") shall give notice to the party required to provide indemnification (the "Indemnifying Party") promptly after such Indemnified Party may elect to assume and control the defense has actual knowledge of any Claimclaim as to which indemnity may be sought, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if (a) shall permit the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then (i) the Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to assume the defense of any such Claim claim or to employ any litigation resulting therefrom; provided, that counsel with respect thereto for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (Bwhose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at the Indemnified Party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest exists between the interests of Indemnifying Party and the Indemnified Party and the Indemnifying Party that requires representation by separate counselin such action, in which case the fees and expenses of such separate counsel will shall be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of the Indemnifying Party; provided ), and provided, further, that the failure of any Indemnified Party may to give notice as provided herein shall not settle relieve the Indemnifying Party of its obligations under this Article VII unless, and only to the extent that, the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the defense of any such Claim without claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the Indemnifying giving by the claimant or plaintiff to such Indemnified Party (not of a release from all liability in respect to be unreasonably withheld) unless such settlement includes a full and unconditional release of claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the Indemnifying Party; and further provided that the claim in question as an Indemnifying Party may participate reasonably request in writing and as shall be reasonably required in connection with the defense of such defense (at the Indemnifying Party's expense)claim and litigation resulting therefrom.

Defense of Claims. The In those instances in which a third party Claim is asserted against an Indemnified Party, or an Indemnified Party is made a party defendant in any third party Claim, under one of the Guaranties, if the Indemnifying Parties agree in writing to be bound by and pay the full amount of any final judgment from which no further appeal may be taken relating to such Claim, then the Indemnifying Parties shall have the right to assume the defense of said Claim at the Indemnifying Parties' cost and expense. If the Indemnifying Party may elect does not notify the Indemnified Party that it is assuming the defense of a Claim, within 20 days of receiving notice of such Claim from the Indemnified Party, then if the Indemnifying Party subsequently assumes the defense of such Claim the Indemnifying Party shall also indemnify the Indemnified Party for the reasonable out-of-pocket professional fees and expenses and court costs incurred by the Indemnified Party prior to assume and control the date the Indemnifying Party assumed such defense. The Indemnified Party shall be entitled to participate in the defense of any Claim, including the employment defense of which is assumed by the Indemnifying Party, with its own counsel reasonably satisfactory and at its own expense. The Indemnified Parties shall not settle or compromise any Claim without the prior written approval of the Indemnifying Parties, not to be unreasonably withheld or delayed. The Parties shall cooperate in the Indemnified Party defense of any Claim and the payment relevant records of expenses related thereto, if (a) each party shall be made available on a timely basis. In the event that the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and (b) the Claim does Parties do not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then (i) the Indemnified Parties may defend such Claim and the Indemnifying Party will not be liable Parties shall reimburse and pay the Indemnified parties for any settlement all reasonable expenses of such Claim effected defense, including, without its consentlimitation, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will be responsible for the professional fees and expenses of such counsel unless (A) the Indemnifying Party has failed to assume the defense of such Claim or to employ counsel with respect thereto or (B) a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of the Indemnifying Party; provided that the Indemnified Party may not settle any such Claim without the consent of the Indemnifying Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's expense)court costs.

Defense of Claims. The Subject to the rights and obligations of the Parties under Article VII of this Agreement, the Indemnifying Party Parties may elect to assume and control the defense of any third party Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related theretoto such Claim, if (a) the Indemnifying Party acknowledges its Parties acknowledge their obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, Claim; and (b) the such Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects Parties elect to assume and control the defense of a such Claim, then (i) the Indemnifying Party Parties will not be liable for any settlement of such Claim effected without its their consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party Parties may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereofof such Claim, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has Parties have failed to adequately assume the defense of such Claim or to employ counsel with respect thereto or (B) in the reasonable opinion of the Indemnified Party a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party Parties that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying PartyParties, provided that in no event will the Indemnifying Parties be required to pay the fees and expenses of more than one counsel for the Indemnified Party with respect to any Claim. If such conditions are not satisfied, (i) the Indemnified Party may shall assume and control the defense of the Claim at the expense of such Claim, provided, however, that if the Indemnifying Party; provided that Parties have previously acknowledged their obligation to indemnify the Indemnified Party may for any Losses resulting from such Claim, the Indemnified Party shall not settle be entitled to indemnification for any settlement of any such Claim effected without the prior written consent of the Indemnifying Party (Parties, which consent shall not to be unreasonably withheld, and (ii) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party Parties may participate in such defense (at its own expense. If such conditions are not satisfied, such circumstances, the Indemnified Party shall keep the Indemnifying Party's expense)Parties advised of the status of such Claim and the defense thereof and shall consider in good faith recommendations made by the Indemnifying Parties with respect thereto.

Defense of Claims. The In connection with any claim giving rise to indemnity under this Agreement resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party may elect to assume at its sole cost and control the defense of any Claim, including the employment of expense and with counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related theretomay, if (a) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence upon written notice to the Indemnified Party of its financial ability to satisfy such obligationParty, and (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then any such claim or legal proceeding if (i) the Indemnifying Party will not be liable for any settlement acknowledges to the Indemnified Party in writing, within fifteen (15) days after receipt of notice from the Indemnified Party, its obligations to indemnify the Indemnified Party with respect to all elements of such Claim effected without its consentclaim based upon the facts then reasonably known to such Indemnifying Party, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against such third-party claims and fulfill its indemnification obligations hereunder, (iii) the third-party claim involves only money damages and does not to be unreasonably withheldseek an injunction or other equitable relief, and (iv) unless such settlement includes a full and unconditional release or an adverse judgment of the third-party claim is not, in the good faith judgment of the Indemnified Party, likely to establish a pattern or practice adverse to the continuing business interests of the Indemnified Party. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; and (iii) PROVIDED, HOWEVER, that if there are one or more legal defenses available to the Indemnified Party may employ separate counsel and participate in that conflict with those available to the defense thereofIndemnifying Party, but or if the Indemnifying Party fails to take reasonable steps necessary to defend diligently the claim after receiving notice from the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) that it believes the Indemnifying Party has failed to do so, the Indemnified Party may assume the defense of such Claim or claim; PROVIDED, FURTHER, that the Indemnified Party may not settle such claim without the prior written consent of the Indemnifying Party, which consent may not be unreasonably withheld. If the Indemnified Party assumes the defense of the claim pursuant to employ this Section 11.7, the Indemnifying Party shall reimburse the Indemnified Party for the reasonable fees and expenses of counsel with respect thereto or (B) a conflict of interest exists between the interests of retained by the Indemnified Party and the Indemnifying Party that requires representation by separate counselshall be entitled to participate in (but not control) the defense of such claim, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume and control defended such third party claim or the defense amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the Claim at the expense of the Indemnifying Party; provided evidence that the Indemnified Party did not defend or settle such third party claim in a reasonably prudent manner. The parties agree to render, without compensation, to each other such assistance as they may reasonably require of each other in order to insure the proper and adequate defense of any action, suit or proceeding, whether or not settle subject to indemnification hereunder. If the indemnification provided for in this Article XI is for any reason unenforceable, the party against whom indemnification was sought agrees to contribute to the claims for which such Claim without the consent of the Indemnifying Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate indemnification is unenforceable in such defense (at proportion as is appropriate to reflect the Indemnifying relative fault of such party, on the one hand, and the Indemnified Party's expense), on the other hand, as well as any other relevant equitable considerations.

Defense of Claims. The (a) Upon receipt of a Claim Notice with respect to any Third Party Claim, the Indemnifying Party may elect to assume and control the defense of any such Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if if: (ai) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and Claim; (bii) the Claim does not seek to impose any material liability or obligation Liability on the Indemnified Party other than for money damages. ; and (iii) the Claim does not primarily relate to the Indemnified Party’s relationship with any customer, supplier or employee. (b) If such the conditions of Section 7.6(a) are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then then: (i) the Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld, conditioned or delayed; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless only if (A) the Indemnifying Party has failed to assume the defense of such Claim or to employ counsel with all monetary damages payable in respect thereto or (B) a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be Claim are paid by the Indemnifying Party. If such conditions are not satisfied, (B) the Indemnified Party may assume receives a full, complete and control the defense unconditional release in respect of the Claim at without any admission or finding of obligation, liability, fault or guilt (criminal or otherwise) with respect to the expense Claim, and (C) no injunctive, extraordinary, equitable or other relief of the Indemnifying Party; provided that any kind is imposed on the Indemnified Party may not settle or any such Claim without the consent of the Indemnifying Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's expense).its Affiliates;

Defense of Claims. The Within thirty (30) Days after the Indemnifying Party receives a Claim Notice, the Indemnifying Party shall notify the Indemnified Party whether or not the Indemnifying Party will assume responsibility for defense and payment of the Claim. Ifthe Indemnifying Party elects not to assume responsibility for defense and payment of the Claim, the Indemnified Party may defend against, or enter into any settlement with respect to, the Claim as it deems appropriate without relieving the Indemnifying Party of any indemnification obligations the Indemnifying Party may elect have with respect to such Claim. The Indemnifying Party's failure to respond in writing to the Claim Notice within the thirty (30) Day period shall be deemed an election by the Indemnifying Party not to assume responsibility for defense and control the defense of any Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if the Claim. Ifthe Indemnifying Party elects to assume responsibility for defense and payment of the Claim: (a) the Indemnifying Party acknowledges its obligation to indemnify shall defend the Indemnified Party for any Losses resulting from such against the Claim and provides reasonable evidence with counsel of the Indemnifying Party's choice (reasonably acceptable to the Indemnified Party of its financial ability to satisfy which shall cooperate with the Indemnifying Party in all reasonable respects in such obligationdefense), and (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects shall pay any judgment entered or settlement with respect to assume and control the defense of a such Claim, then (ic) the Indemnifying Party will shall not be liable for consent to entry of any judgment or enter into any settlement with respect to the Claim that does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect to the Claim, and (d) the Indemnified Party shall not consent to entry of such any judgment or enter into any settlement with respect to the Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) 's prior written consent. In all instances the Indemnified Party may employ separate counsel and participate in the defense thereofof a Claim, but the Indemnified Party will be responsible for the shall bear all fees and expenses of such counsel unless (A) the Indemnifying Party has failed to assume the defense of such Claim or to employ counsel with respect thereto or (B) a conflict of interest exists between the interests of employed by the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of the Indemnifying Party; provided that the Indemnified Party may not settle any such Claim without the consent of the Indemnifying Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's expense).

Defense of Claims. 12.4.1 The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, and reasonable costs and expenses thereof shall be indemnified by the Indemnifying Party. If the Indemnifying Party may elect acknowledges in writing its obligation to indemnify the Indemnified Party in respect of loss to the full extent provided by this Article 12, the Indemnifying Party shall be entitled, at its option, to assume and control the defense of any Claimsuch claim, including action, suit or proceeding, liabilities, payments and obligations at its expense and through the employment counsel of counsel reasonably satisfactory its choice; provided it gives prompt notice of its intention to do so to the Indemnified Party and the payment of expenses related thereto, if (a) the Indemnifying Party acknowledges its obligation to indemnify reimburses the Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party prior to the assumption by the Indemnifying Party of such defense. The Indemnifying Party shall not be entitled to settle or compromise any Losses resulting from claim, demand, action, suit or proceeding without the prior written consent of the Indemnified Party, unless the Indemnifying Party provides such Claim and provides reasonable evidence security to the Indemnified Party of its financial ability to satisfy such obligation, and (b) the Claim does not seek to impose any material liability or obligation on as shall be reasonably required by the Indemnified Party other than for money damages. to secure the loss to be indemnified hereunder to the extent so compromised or settled. 12.4.2 If such conditions are satisfied and the Indemnifying Party elects has exercised its rights under Clause 12.3, the Indemnified Party shall not be entitled to assume and control settle or compromise any claim, action, suit or proceeding without the defense prior written consent of a Claim, then (i) the Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, (which consent will shall not be unreasonably withheld; (ii) withheld or delayed). 12.4.3 If the Indemnifying Party may not settle such Claim without the consent of exercises its rights under Clause 12 .3, the Indemnified Party (not shall nevertheless have the right to be unreasonably withheld) unless employ its own counsel, and such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party counsel may employ separate counsel and participate in the defense thereofsuch action, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) shall be at the expense of the Indemnified Party, when and as incurred, unless: a. the employment of counsel by such party has been authorized in writing by the Indemnifying Party; or b. the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party has failed and the Indemnified Party in the conduct of the defense of such action; or c. the Indemnifying Party shall not, in fact, have employed independent counsel reasonably satisfactory to the Indemnified Party, to assume the defense of such Claim or to employ counsel with respect thereto or (B) a conflict of interest exists between action and shall have been so notified by the interests of Indemnified Party; or d. the Indemnified Party shall have reasonably concluded and specifically notified the Indemnifying Party that requires representation by separate counsel, in either that: (i) there may be specific defenses available to it which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of different from or additional to those available to the Indemnifying Party; provided or (ii) such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement: Provided that if sub Sub-clauses (b), (c) or (d) of this Sub- clause 1 2 .4.3 shall be applicable, the counsel for the Indemnified Party may not settle any shall have the right to direct the defense of such Claim without the consent claim, demand, action, suit or proceeding on behalf of the Indemnifying Party (not to be unreasonably withheld) unless Indemnified Party, and the reasonable fees and disbursements of such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's expense)counsel shall constitute legal or other expenses hereunder.

Defense of Claims. 14.4.1 If any Indemnitee receives notice of the assertion of any Third Party Claim against such Indemnitee, with respect to which an Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of actual notice of such Third Party Claim; provided, however, that the failure of the Indemnitee to notify the Indemnifying Party during the required notification period shall only relieve the Indemnifying Party from its obligation to indemnify the Indemnitee pursuant to this Section 14 to the extent that Indemnifying Party is materially prejudiced by such failure (whether as a result of the forfeiture of substantive rights or defenses or otherwise); and provided, however, that the Indemnitee must, in any event, notify the Indemnifying Party prior to the Termination Date as required pursuant to Section 14.1 in order for such party to be indemnified. The Indemnifying Party may elect shall be entitled, upon written notice to the Indemnitee, to assume the investigation and control the defense of any Claim, including the employment of thereof with counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if (a) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and (b) the Claim does Indemnitee. Whether or not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume the investigation and control the defense of a any Third Party Claim, then the Indemnitee shall have the right to employ separate counsel and to participate in the investigation and defense thereof, provided, however, that the Indemnitee shall pay the fees and disbursements of such separate counsel unless (i) the Indemnifying Party will not be liable for any settlement employment of such Claim effected without its consentseparate counsel has been specifically authorized in writing by the Indemnifying Party, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to assume the defense of such Third Party Claim or within a reasonable time after receipt of notice thereof with counsel reasonably satisfactory to employ counsel with respect thereto such Indemnitee, or (Biii) a conflict the named parties to the proceeding in which such claim, demand, action or cause of interest exists between action has been asserted include both the interests of the Indemnified Indemnifying Party and the Indemnifying Party that requires representation by separate counselIndemnitee and, in which case the fees and expenses reasonable judgment of counsel to such separate counsel will Indemnitee, there exists one or more defenses or claims that may be paid by available to the Indemnitee that are in conflict with those available to the Indemnifying Party. If such conditions are not satisfiedNotwithstanding the foregoing, the Indemnifying Party shall not be liable for the fees and disbursements of more than one counsel for all Indemnified Party may assume and control Parties in connection with any one proceeding or any similar or related proceedings arising from the defense same general allegations or circumstances. Without the prior written consent of the Indemnitee, the Indemnifying Party will not enter into any settlement of any Third Party Claim at that would lead to liability or create any financial or other obligation on the expense part of the Indemnitee unless such settlement includes as an unconditional term thereof the release of the Indemnitee from all liability in respect of such Third Party Claim. 14.4.2 Any Direct Claim will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after the 14.4.3 If after the making of any Indemnification Payment, the amount of the Indemnifiable Loss to which such payment relates is reduced by recovery, settlement or otherwise under any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other entity, the amount of such reduction (less any costs, expenses, premiums incurred in connection herewith) will promptly be repaid by the Indemnitee to the Indemnifying Party. Upon making any Indemnification Payment, the Indemnifying Party will, to the extent of such Indemnification Payment, be subrogated to all rights of the Indemnitee against any third party that is not an affiliate of the Indemnitee in respect to the Indemnifiable Loss to which the Indemnification Payment relates; provided that (i) the Indemnified Indemnifying Party may not settle any shall then be in compliance with its obligations under this Agreement in respect of such Claim without Indemnifiable Loss and (ii) until the consent Indemnitee recovers full payment of its Indemnifiable Loss, all claims of the Indemnifying Party (not against such third party on account of said Indemnification Payment will be subrogated and subordinated in right of payment to be unreasonably withheld) unless the Indemnitee's rights against such settlement includes a full third party. Without limiting the generality or effect of any other provision of this Section 14, each such Indemnitee and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at will duly execute upon request all instruments reasonably necessary to evidence and perfect the Indemnifying Party's expense)above-described subrogation and subordination rights.

Defense of Claims. The Indemnifying Party Parties may elect to assume and control the defense of any Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related theretoto such Claim, if (a) the Indemnifying Party acknowledges its Parties acknowledge their obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides provide reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and ; (b) the Claim does not seek to impose any material liability Liability or obligation on the Indemnified Party other than for money damages; and (c) the Claim does not or could not reasonably be expect to adversely affect the Indemnified Party’s relationship with its customers or employees (other than any Claim for Sales Taxes that relate to the Indemnified Party’s relationship with a Governmental Body as its customer, in which case any election to control the defense of such Claim shall constitute an election for joint control with the Indemnified Party). [*] Indicates confidential text omitted and filed separately with the Securities and Exchange Commission. If such conditions are satisfied and the Indemnifying Party elects Parties elect to assume and control the defense of a Claim, then (i) the Indemnifying Party Parties will not be liable for any settlement of such Claim effected without its their consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party Parties may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereofof such Claim, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has Parties have failed to adequately assume the defense of such Claim or to employ counsel with respect thereto or (B) there is a conflict of interest exists (as reasonably determined in writing by counsel to the Indemnified Party) between the interests of the Indemnified Party and the Indemnifying Party Parties that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying PartyParties, provided that in no event will the Indemnifying Parties be required to pay the fees and expenses of more than one counsel for the Indemnified Party with respect to any Claim. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim at Claim; provided, however, that if the expense Indemnifying Party is not permitted to assume and control the defense of the Indemnifying Party; provided that Claim as a result of subsection (c) to this Section 7.6, then the Indemnified Party may shall not settle any such Claim without the prior written consent of the Indemnifying Party (Party, which consent shall not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's expense), delayed or conditioned.

Defense of Claims. (a) Except as provided in Section 11.7, the following procedures will apply with respect to the defense and settlement of any claim made by a third party that gives rise to a right on the part of an Indemnitee to be indemnified against resulting Losses in whole or in part under this Article 10 (a “Claim”). The Indemnifying Party may elect will be entitled to assume and control the defense of any Claim, including the employment of such Claim with counsel chosen by it and reasonably satisfactory acceptable to the Indemnified Party and the payment of expenses related theretoIndemnitee; provided, if (a) the however, that Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and (b) the Claim does will not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects be entitled to assume and control such defense (unless otherwise agreed to in writing by the Indemnitee) and will pay the reasonable fees and expenses of counsel retained by the Indemnitee if (i) the Claim for indemnification relates to or arises in connection with any criminal proceeding, (ii) the Claim seeks an injunction or equitable relief against the Indemnitee which, if successful, would materially adversely affect the business, financial condition, assets or properties of the Indemnitee, (iii) upon petition by the Indemnitee, the appropriate court rules that the Indemnifying Party failed or is failing to vigorously prosecute or defend such Claim or (iv) the Indemnitee reasonably believes that the Losses relating to the Claim could reasonably be expected to exceed the maximum amount that such Indemnitee could then be entitled to recover under the applicable provisions of this Article 10. Upon assuming such defense, the Indemnifying Party will have reasonable access to all documents and other information that may be in the possession of another Party or an Indemnitee and to any employees of another Party or Indemnitee to the extent reasonably requested by the Indemnifying Party in connection with the defense of a the Claim. Each other Party and each Indemnitee will have the right to participate in such defense at its own expense and will use commercially reasonable efforts to cooperate with the Indemnifying Party in connection with the defense, compromise or settlement of any Claim, then (i) including making available all pertinent information and witnesses within its control at reasonable intervals during normal business hours. The Indemnifying Party will have the full right to enter into any compromise or settlement that is dispositive of any Claim; provided, that the Indemnifying Party will not be liable for settle or compromise any settlement Claim without the prior written consent of such Claim effected without its consentthe Indemnitee, which consent will not be unreasonably withheld; (ii) , delayed or conditioned, unless such settlement does not involve any obligation of the Indemnitee other than the payment of money for which the Indemnifying Party may not settle such Claim without will indemnify the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement Indemnitee and includes a full and an unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate Indemnitee from all liability in the defense thereof, but the Indemnified Party will be responsible for the fees and expenses respect of such counsel unless (A) Claim. If the Indemnifying Party has failed to does not assume the defense of such Claim of, or to employ counsel with respect thereto or (B) a conflict of interest exists between the interests of the Indemnified Party and if after so assuming, the Indemnifying Party that requires representation by separate counselfails to defend, in which case any Claim, then the fees and expenses of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party Indemnitee may assume and control the defense of the Claim at the expense of the Indemnifying Party; provided that the Indemnified Party may not settle any defend such Claim without in such manner as the consent of the Indemnifying Party Indemnitee may reasonably deem appropriate (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at its own expense), and the Indemnitee will thereafter promptly inform the Indemnifying Party of all material developments related thereto. The Indemnitee will not settle or compromise any Claim without the prior written consent of the Indemnifying Party's expense), which consent will not be unreasonably withheld, delayed or conditioned; provided, however, that if in the reasonable judgment of the Indemnitee it would be materially harmed or otherwise materially prejudiced by not entering into a proposed settlement or compromise and the Indemnifying Party withholds consent to such settlement or compromise, the Indemnitee may enter into such settlement or compromise, but such settlement or compromise will not be conclusive as to the existence or amount of the liability of the Indemnifying Party to any Indemnitee or any third party.

Defense of Claims. The Indemnifying Party may elect to assume and control the defense of any Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if (a) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then (i) the Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to assume the defense of such Claim or to employ counsel with respect thereto or (B) a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of the Indemnifying PartyClaim; provided that the Indemnified Party may not settle any such Claim without the consent of the Indemnifying Party (Party, which consent will not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may is given a reasonable opportunity to participate in such defense (at the Indemnifying Party's expense).

Defense of Claims. The Indemnifying Each party entitled to indemnification under this Section 7 (the "INDEMNIFIED PARTY") shall give notice to the party required to provide indemnification (the "INDEMNIFYING PARTY") promptly after such Indemnified Party may elect to assume and control the defense has actual knowledge of any Claimclaim as to which indemnity may be sought, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if (a) shall permit the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then (i) the Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to assume the defense of any such Claim claim or to employ any litigation resulting therefrom, provided that counsel with respect thereto for the Indemnifying Party, who shall conduct the defense of such claim or (B) a conflict of interest exists between the interests of litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of the Indemnifying Party; provided that the Indemnified Party may not settle any such Claim without the consent of the Indemnifying Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at such party's expense; provided, however, that the Indemnifying Party shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 7 unless the failure to give such notice is materially prejudicial to an Indemnifying Party's expense)ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without such Indemnifying Party's prior consent.

Defense of Claims. The In case any third party claim, Action or proceeding is brought against any Indemnified Party in respect of which indemnification may be sought by the Indemnified Party pursuant to this Article VI (a “Claim”), the Parties shall discuss in good faith whether the Indemnifying Party may elect to assume and or the Indemnified Party shall control the defense of any such Claim; provided, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if (a) that the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then (i) the Indemnifying Party will shall not be liable for any settlement of able to control such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim defense without the consent of the Indemnified Party (which shall not to be unreasonably withheld, conditioned or delayed). If the Indemnifying Party controls the Claim, it shall not settle or compromise such Claim without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld, conditioned or delayed) unless such settlement includes as an unconditional term thereof the giving by the claimant or the plaintiff of a full and unconditional release of the Indemnified Party; and (iii) , reasonably satisfactory to the Indemnified Party may employ separate counsel and participate in the defense thereofParty, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to assume the defense of such Claim or to employ counsel from all Liability with respect thereto or (B) a conflict of interest exists between the interests of the Indemnified Party to such Claim, and the Indemnifying Party acknowledges that requires representation the Claim is fully indemnifiable hereunder. Each Party shall cooperate with the other Parties in the defense of any Claims and keep the other Parties apprised on a reasonably prompt basis of all material developments with respect to such Claims. This Section 6.3 shall not apply with respect to Claims for Taxes by separate counsel, in which case a Governmental Entity. Costs relating to the fees and expenses defense of such separate counsel will Claims pursuant to this Section 6.3 shall be paid borne by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of the Indemnifying Party; provided that the Indemnified Party may not settle any such Claim without the consent of the Indemnifying Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's expense).

Defense of Claims. The If any Indemnitee receives notice of the assertion of any claim or of the commencement of any action or proceeding by any entity that is not a party to this Agreement (a “Third Party Claim”) against such Indemnitee, with respect to which an Indemnifying Party may elect is obligated to assume and control provide indemnification under this Agreement, the defense Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than ten (10) calendar days after receipt of any notice of such Third Party Claim; provided, including however, that the employment failure of counsel reasonably satisfactory the Indemnitee to the Indemnified Party and the payment of expenses related thereto, if (a) notify the Indemnifying Party acknowledges shall only relieve the Indemnifying Party from its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence Indemnitee pursuant to this Article to the Indemnified extent that the Indemnifying Party is materially prejudiced by such failure (whether as a result of its financial ability the forfeiture of substantive rights or defenses or otherwise). Upon receipt of notification of a Third Party Claim, the Indemnifying Party shall be entitled, upon written notice to satisfy such obligationthe Indemnitee, to assume the investigation and (b) the Claim does defense thereof. Whether or not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume the investigation and control the defense of a any Third Party Claim, then the Indemnitee shall have the right to employ separate counsel and to participate in the investigation and defense thereof; provided, however, that the Indemnitee shall pay the fees and disbursements of such separate counsel unless (i) the Indemnifying Party will not be liable for any settlement employment of such Claim effected without its consentseparate counsel has been specifically authorized in writing by the Indemnifying Party, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to assume the defense of such Third Party Claim within a reasonable time after receipt of notice thereof, or (iii) the named parties to employ the proceeding in which such claim, demand, action or cause of action has been asserted include both the Indemnifying Party and such Indemnitee and, in the reasonable judgment of counsel to such Indemnitee, there exists one or more defenses that may be available to the Indemnitee that are in conflict with those available to the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be liable for the fees and disbursements of more than one counsel for all Indemnitees in connection with any one proceeding or any similar or related proceedings arising from the same general allegations or circumstances. Without the prior written consent of the Indemnitee, the Indemnifying Party will not enter into any settlement of any Third Party Claim that would lead to liability or create any financial or other obligation on the part of the Indemnitee unless such settlement includes as an unconditional term thereof the release of the Indemnitee from all liability in respect of such Third Party Claim. If a settlement offer solely for money damages is made by the applicable third party claimant, and the Indemnifying Party notifies the Indemnitee in writing of the Indemnifying Party's willingness to accept the settlement offer and pay the amount called for by such offer without reservation of any rights or defenses against the Indemnitee, the Indemnitee may continue to contest such claim, free of any participation by the Indemnifying Party, and the amount of any ultimate liability with respect thereto to such Third Party Claim that the Indemnifying Party has an obligation to pay hereunder shall be limited to the lesser of (A) the sum of the settlement offer that the Indemnitee declined to accept or (B) a conflict of interest exists between the interests aggregate Indemnifiable Losses of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of Indemnitee with respect to such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of the Indemnifying Party; provided that the Indemnified Party may not settle any such Claim without the consent of the Indemnifying Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's expense)claim.

Defense of Claims. The In connection with any claim giving rise to indemnity under this Agreement resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party may elect to assume at its sole cost and control the defense of any Claim, including the employment of expense and with counsel reasonably satisfactory to the Indemnified Party and may, upon written notice to the payment Indemnified Party, assume the defense of expenses related thereto, any such claim or legal proceeding if (a) the Indemnifying Party acknowledges to the Indemnified Party in writing, within fifteen (15) days after receipt of notice from the Indemnified Party, its obligation obligations to indemnify the Indemnified Party for any Losses resulting from with respect to all elements of such Claim and claim based upon the facts then reasonably known to such Indemnifying Party, (b) the Indemnifying Party provides reasonable the Indemnified Party with evidence reasonably acceptable to the Indemnified Party of its financial ability to satisfy such obligation, and (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then (i) that the Indemnifying Party will not be liable for any settlement of have the financial resources to defend against such Claim effected without third-party claims and fulfill its consentindemnification obligations hereunder, which consent will not be unreasonably withheld; (iic) the Indemnifying Party may third-party claim involves only money damages and does not settle such Claim without the consent seek an injunction or other equitable relief, and (d) settlement or an adverse judgment of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release third-party claim is not, in the good faith judgment of the Indemnified Party, likely to establish a pattern or practice adverse to the continuing business interests of the Indemnified Party. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; and (iii) PROVIDED, HOWEVER, that if there are one or more legal defenses available to the Indemnified Party may employ separate counsel and participate in that conflict with those available to the defense thereofIndemnifying Party, but or if the Indemnifying Party fails to take reasonable steps necessary to defend diligently the claim after receiving notice from the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) that it believes the Indemnifying Party has failed to do so, the Indemnified Party may assume the defense of such Claim or to employ claim; PROVIDED, FURTHER, that the Indemnified Party may not settle such claim without the prior written consent of the Indemnifying Party, which consent may not be unreasonably withheld. If the Indemnified Party assumes the defense of the claim, the Indemnifying Party shall reimburse the Indemnified Party for the reasonable fees and expenses of counsel with respect thereto or (B) a conflict of interest exists between the interests of retained by the Indemnified Party and the Indemnifying Party that requires representation by separate counselshall be entitled to participate in (but not control) the defense of such claim, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume and control defended such third party claim or the defense amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the Claim at the expense of the Indemnifying Party; provided evidence that the Indemnified Party did not defend or settle such third party claim in a reasonably prudent manner. The parties agree to render, without compensation, to each other such assistance as they may reasonably require of each other in order to insure the proper and adequate defense of any action, suit or proceeding, whether or not settle subject to indemnification hereunder. If the indemnification provided for in this Article X is for any reason unenforceable, the party against whom indemnification was sought agrees to contribute to the claims for which such Claim without the consent of the Indemnifying Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate indemnification is unenforceable in such defense (at proportion as is appropriate to reflect the Indemnifying relative fault of such party, on the one hand, and the Indemnified Party's expense), on the other hand, as well as any other relevant equitable considerations.

Defense of Claims. The Upon receipt by the Indemnifying Party may elect of a notice from the Indemnified Party with respect to any claim of a third party against the Indemnified Party, and acknowledgment by the Indemnifying Party (whether after resolution of a dispute or otherwise) of the Indemnified Party’s right to indemnification hereunder with respect to such claim, the Indemnifying Party shall assume and control the defense of any Claim, including the employment of such claim with counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if (a) Indemnified Party shall cooperate to the extent reasonably requested by the Indemnifying Party acknowledges its obligation to indemnify in defense or prosecution thereof, provided that the Indemnified Party is reimbursed in advance by the Indemnifying Party for any Losses resulting from its costs in connection therewith. If the Indemnifying Party shall acknowledge the Indemnified Party’s right to indemnification and elect to assume the defense of such Claim and provides reasonable evidence to claim, the Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expenses of its financial ability to satisfy one such obligation, and (b) counsel shall be at the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then (i) the Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release expense of the Indemnified Party; , unless there is, under applicable standards of conduct, a conflict on any significant issue between Indemnifying Party and (iii) the Indemnified Party may employ separate that makes it improper for one counsel and participate to represent both parties, in which case the defense thereof, but the Indemnified Party will be responsible for the reasonable fees and expenses of such counsel unless (A) the Indemnifying Party has failed to assume the defense of such Claim or to employ counsel with respect thereto or (B) a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will shall be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of the Indemnifying Party. If the Indemnifying Party has assumed the defense of any claim against the Indemnified Party, the Indemnifying Party shall have the right to settle any claim for which indemnification has been sought and is available hereunder; provided that, to the extent that such settlement requires the Indemnified Party to take, or prohibits the Indemnified Party from taking, any action or purports to obligate the Indemnified Party, or may establish a precedential custom or practice adverse to any Indemnified Party, Purchased Entity, Shares, the Avure Sweden Shares or the Business, then the Indemnifying Party shall not settle any such Claim claim without the prior written consent of the Indemnifying Indemnified Party (which shall not to be unreasonably withheld) unless withheld where such settlement includes a full and unconditional release involves solely the payment of the Indemnifying Party; and further provided that monetary damages). If the Indemnifying Party may does not assume the defense of a third party claim and disputes the Indemnified Party’s right to indemnification, the Indemnifying Party shall have the right to participate in the defense of such defense (claim through counsel of its choice, at the Indemnifying Party's ’s expense), and the Indemnified Party shall have control over the litigation and authority to resolve such claim subject to this Section 9.3.

Defense of Claims. The If a claim for Damages (a "Claim") is made by a party entitled to Indemnification or Set Off Rights hereunder against the Indemnifying Party, the party claiming such indemnification or Set Off Rights shall give written notice (a "Claim Notice") to the other Party (the ("Indemnifying Party") as soon as practicable after the party entitled to indemnification or Set Off Rights (the "Indemnified Party") becomes aware of any fact, condition or event which may give rise to Damages for which indemnification or Set Off Rights may be sought under this Section 9.4. If any lawsuit or enforcement action is filed against any party entitled to the benefit of indemnity or Set Off Rights hereunder, the Claim Notice thereof shall be given to the Indemnifying Party may elect as promptly as practicable (and in any event within thirty (30) calendar days after the service of the citation or summons). After such notice, if the Indemnifying Party shall acknowledge in writing to assume and the Indemnified Party that the Indemnifying Party shall be obligated under the terms of its indemnity or Set Off Rights hereunder in connection with such lawsuit or action, then the Indemnifying Party shall be entitled, if it so elects, (1) to take control of the defense and investigation of any Claimsuch lawsuit or action, including (2) to employ and engage attorneys of its own choice to handle and defend the employment of counsel reasonably satisfactory same, at the Indemnifying Party's cost, risk and expense unless the named parties to such action or proceeding include both the Indemnifying Party and the Indemnified Party and the payment Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, and (3) to compromise or settle such claim, which compromise or settlement shall be made only with the written consent of expenses related theretothe Indemnified Party, if (a) such consent not to be unreasonably withheld. If the Indemnifying Party acknowledges its obligation fails to indemnify assume the defense of such claim within fifteen (15) calendar days after receipt of the Claim Notice, the Indemnified Party against which such claim has been asserted will (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake, at the Indemnifying Party's cost and expense, the defense, compromise or settlement of such claim on behalf of and for any Losses resulting from such Claim the account and provides reasonable evidence to risk of the Indemnifying Party. In the event the Indemnified Party assumes the defense of its financial ability to satisfy such obligationthe claim, and (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and will keep the Indemnifying Party elects to assume and control reasonably informed of the defense progress of a Claimany such defense, then (i) the compromise or settlement. The Indemnifying Party will not shall be liable for any settlement of such Claim any action effected without its consentpursuant to and in accordance with this Section 9.4 and for any final judgment (subject to any right of appeal), which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to assume the defense of such Claim or to employ counsel with respect thereto or (B) a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation agrees to indemnify and hold harmless an Indemnified Party from and against any Damages by separate counsel, in which case the fees and expenses reason of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of the Indemnifying Party; provided that the Indemnified Party may not settle any such Claim without the consent of the Indemnifying Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's expense)or judgment.

Defense of Claims. The Indemnifying Party shall have the right to defend any third‑party suit, claim or proceeding in the name of the Indemnified Party; provided, however, that if counsel for the Indemnified Party reasonably advises the Indemnified Party that there are issues which raise conflicts of interest between the Indemnifying Party and the Indemnified Party, then the Indemnified Party may elect to assume and control the defense of any Claim, including the employment of retain one counsel reasonably satisfactory to it to participate in such defense, and the Indemnifying Party shall pay the reasonable fees and expenses of such counsel. Notwithstanding the foregoing, (i) if the Indemnifying Party elects not to defend such suit, claim or proceeding, the Indemnified Party and may defend such claim at the payment expense of expenses related thereto, if (a) the Indemnifying Party acknowledges its obligation to indemnify and, (ii) in the case of a suit, claim or proceeding is brought by a Governmental Authority with jurisdiction over the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to Party, even in the Indemnified Party of its financial ability to satisfy such obligation, and (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and event the Indemnifying Party elects to assume defend such suit, action or proceeding, the Indemnified Party at its own cost and expense shall be entitled to control the elements of such defense involving injunctive relief or other nonmonetary remedies against the Indemnified Party (but not any elements thereof involving claims subject to indemnification hereunder); provided that in the case of a Claim, then clauses (i) the Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; and (ii) ), the Indemnifying Indemnified Party may not compromise or settle any such Claim claim without the Indemnifying Party’s prior written consent of the Indemnified Party (not to be unreasonably withheld) unless , conditioned or delayed, it being understood that such consent right shall apply only to the monetary Losses for which the Indemnifying Party may be responsible under this Article VII and not to any other terms of such settlement includes for which the Indemnifying Party is not liable under this Agreement); provided further, that the Indemnifying Party may later participate in any such claim with counsel of its choice and at its own expense. The Indemnifying Party’s right to defend shall include the right to compromise or enter into an agreement settling any claim by a full and unconditional release of the Indemnified Partythird party; and (iii) provided that no such compromise or settlement shall obligate the Indemnified Party may employ separate counsel to make any admission of fault or wrongdoing or to take any action other than the delivery of a customary release relating to such claim (it being understood that any such customary release shall fully and participate in the defense thereof, but unconditionally release the Indemnified Party will be responsible for from any liability related to such suit, claim or proceeding). The Indemnified Party shall have the right to employ its own counsel if the Indemnifying Party is entitled to assume and elects to assume such defense, but the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to assume the defense of such Claim or to employ counsel with respect thereto or (B) a conflict of interest exists between the interests of shall be at the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of the Indemnifying Party; provided that the Indemnified Party may not settle any such Claim without the consent of the Indemnifying Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's ’s expense).

Defense of Claims. 14.4.1 If any Indemnitee receives notice of the assertion of any Third Party Claim against such Indemnitee, with respect to which an Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of actual notice of such Third Party Claim; provided, however, that the failure of the Indemnitee to notify the Indemnifying Party during the required notification period shall only relieve the Indemnifying Party from its obligation to indemnify the Indemnitee pursuant to this Section 14 to the extent that Indemnifying Party is materially prejudiced by such failure (whether as a result of the forfeiture of substantive rights or defenses or otherwise); and provided, however, that the Indemnitee must, in any event, notify the Indemnifying Party prior to the Termination Date as required pursuant to Section 14.1 in order for such party to be indemnified. The Indemnifying Party may elect shall be entitled, upon written notice to the Indemnitee, to assume the investigation and control the defense of any Claim, including the employment of thereof with counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if (a) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and (b) the Claim does Indemnitee. Whether or not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume the investigation and control the defense of a any Third Party Claim, then (i) the Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) Indemnitee shall have the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not right to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and to participate in the investigation and defense thereof, but provided, however, that the Indemnified Party will be responsible for Indemnitee shall pay the fees and expenses disbursements of such separate counsel unless (Aa) the employment of such separate counsel has been specifically authorized in writing by the Indemnifying Party, (b) the Indemnifying Party has failed to assume the defense of such Third Party Claim or within a reasonable time after receipt of notice thereof with counsel reasonably satisfactory to employ counsel with respect thereto such Indemnitee, or (Bc) a the named parties to the proceeding in which such claim, demand, action or cause of action has been asserted include both the Indemnifying Party and the Indemnitee and, in the reasonable judgment of counsel to such Indemnitee, there exists one or more defenses that may be available to the Indemnitee that are in conflict with those available to the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be liable for the fees and disbursements of interest exists between more than one counsel for all Indemnified Parties in connection with any one proceeding or any similar or related proceedings arising from the interests same general allegations or circumstances. Without the prior written consent of the Indemnified Indemnitee, the Indemnifying Party will not enter into any settlement of any Third Party Claim that would lead to liability or create any financial or other obligation on the part of the Indemnitee unless such settlement includes as an unconditional term thereof the release of the Indemnitee from all liability in respect of such Third Party Claim. 14.4.2 Any Direct Claim will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after the Indemnitee actually becomes aware of the incurrence thereof, and the Indemnifying Party will have a period of thirty (30) calendar days within which to respond in writing to such Direct Claim; provided, however, that requires representation the failure of the Indemnitee to notify the Indemnifying Party shall only relieve the Indemnifying Party from its obligation to indemnify the Indemnitee pursuant to this Section 14 to the extent the Indemnifying Party is materially prejudiced by separate counselsuch failure (whether as a result of the forfeiture of substantive rights or defenses or otherwise); and provided, however, that the Indemnitee must, in any event, notify the Indemnifying Party prior to the Termination Date as required pursuant to 14.4.3 If after the making of any Indemnification Payment, the amount of the Indemnifiable Loss to which case such payment relates is reduced by recovery, settlement or otherwise under any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other entity, the fees and expenses amount of such separate counsel reduction (less any costs, expenses, premiums or taxes incurred in connection herewith) will promptly be paid repaid by the Indemnitee to the Indemnifying Party. If such conditions are not satisfiedUpon making any Indemnification Payment, the Indemnified Indemnifying Party may assume and control will, to the defense extent of such Indemnification Payment, be subrogated to all rights of the Claim at the expense Indemnitee against any third party that is not an affiliate of the Indemnifying PartyIndemnitee in respect to the Indemnifiable Loss to which the Indemnification Payment relates; provided that (a) the Indemnified Indemnifying Party may not settle any shall then be in compliance with its obligations under this Agreement in respect of such Claim without Indemnifiable Loss and (b) until the consent Indemnitee recovers full payment of its Indemnifiable Loss, all claims of the Indemnifying Party (not against such third party on account of said Indemnification Payment will be subrogated and subordinated in right of payment to be unreasonably withheld) unless the Indemnitee's rights against such settlement includes a full third party. Without limiting the generality or effect of any other provision of this Section 14, each such Indemnitee and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at will duly execute upon request all instruments reasonably necessary to evidence and perfect the Indemnifying Party's expense)above-described subrogation and subordination rights.

Defense of Claims. 15.4.1 The Indemnifying Indemnified Party may elect shall have the right, but not the obligation, to assume contest, defend and control the defense litigate any claim, action, suit or proceeding by any third party alleged or asserted against such Party in respect of, resulting from, related to or arising out of any Claimmatter for which it is entitled to be indemnified hereunder, including and reasonable costs and expenses thereof shall be indemnified by the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if (a) Indemnifying Party. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for any Losses resulting from in respect of loss to the full extent provided by this Article 15, the Indemnifying Party shall be entitled, at its option, to assume and control in the defense of such Claim claim, action, suit or proceeding, liabilities, payments and provides reasonable evidence obligations at its expense and through the counsel of its choice prompt notice of its intention to do so to the Indemnified Party of its financial ability to satisfy such obligation, and (b) the Claim does not seek to impose any material liability or obligation on reimburses the Indemnified Party other than for money damages. If such conditions are satisfied the reasonable cost and expenses incurred by the Indemnified Party prior to the assumption by the Indemnifying Party elects to assume and control of such defense. 15.4.2 The Indemnified Party shall not settle or compromise any claim, demand, action, suit or proceeding without the defense prior written consent of a Claim, then (i) the Indemnifying Party will unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure the loss to be indemnified hereunder to the extent so compromised or settled. 15.4.3 If the Indemnified Party has exercised its rights under this Article 15.4.1, the Indemnified Party shall not be liable for entitled to settle or compromise any settlement claim, action, suit or proceeding without the prior written consent of such Claim effected without its consent, the Indemnifying Party (which consent will shall not be unreasonably withheld; (ii) withheld or delayed). 15.4.4 For the avoidance of doubt, it is hereby expressly clarified that in the event the Indemnifying Party may not settle such Claim without the consent of exercises its rights under Article 15.4.1, the Indemnified Party (not shall nevertheless have the right to be unreasonably withheld) unless employ its own counsel, and such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party counsel may employ separate counsel and participate in the defense thereofsuch action, but the Indemnified Party will be responsible for the reasonable fees and expenses of such counsel unless shall be at the expense of the Indemnified Party, when and as incurred, unless: (Aa) the employment of counsel by such party has been authorised in writing by the Indemnifying Party; or (b) the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such action; or (c) the Indemnifying Party has failed shall not, in fact, have employed independent counsel reasonably satisfactory to the Indemnified Party, to assume the defense of such Claim or to employ counsel with respect thereto or action and shall have been so notified by the Indemnified Party; or (Bd) a conflict of interest exists between the interests of the Indemnified Party shall have reasonably concluded and specifically notified the Indemnifying Party either: (i) that requires representation by separate counsel, in there may be specific defenses available to it which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of different from or additional to those available to the Indemnifying Party; provided or (ii) that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement: Provided that if Sub-parts (b), (c) or (d) of this Article 15.4.4 shall be applicable, the counsel for the Indemnified Party may not settle any shall have the right to direct the defense of such Claim without the consent claim, demand, action, suit or proceeding on behalf of the Indemnifying Party (not to be unreasonably withheld) unless Indemnified Party, and the reasonable fees and disbursements of such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's expense)counsel shall constitute legal or other expenses hereunder.

Defense of Claims. (a) If any party (the “Indemnified Party”) receives notice of or discovers any claim or the commencement of any action for which the other party (the “Indemnitor”) is or may be liable under this Agreement (the “Indemnified Claim”), the Indemnified Party will promptly notify the Indemnitor of the Indemnified Claim in writing and will provide the Indemnitor with copies of any pleadings or other documents evidencing such Indemnified Claim. (b) The Indemnifying Party may elect Indemnitor will be entitled to assume and control participate in the defense of any Indemnified Claim, including and, if it so elects, to assume the employment defense of the Indemnified Claim, with counsel reasonably satisfactory to the Indemnified Party. After written notice from the Indemnitor to the Indemnified Party and of such election to assume the payment of expenses related theretodefense, if (a) the Indemnifying Party acknowledges its obligation Indemnitor will not be liable to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense of the Indemnified Claim, other than costs and expenses of the Indemnified Party incurred at the request of the Indemnitor. The assumption of the defense of any such Indemnified Claim will only be permitted if the Indemnitor first acknowledges, in writing, that ft is liable for such Indemnified Claim. (c) The Indemnitor may, at its financial ability to satisfy election and following its admission that it is liable for such obligationIndemnified Claim, settle or compromise any Indemnified Claim, but (i) no such settlement or compromise may be effected without the Indemnified Party’s consent, and (bii) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects will have no liability with respect to assume and control the defense of a Claim, then (i) the Indemnifying Party will not be liable for any settlement or compromise of such Claim claims effected without its consent, which consent . (d) The Indemnified Party will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such or compromise any Indemnified Claim without the prior consent of the Indemnified Party (not Indemnitor, unless the Indemnitor has failed or refused to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) assist the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to assume the defense of such Indemnified Claim or has unreasonably withheld its consent to employ counsel with respect thereto a proposed settlement or (B) a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses compromise of such separate counsel Indemnified Claim. (e) The parties will use their commercially reasonable best efforts to agree on whether indemnifiable damages exist and, if so, the amount. Any amounts determined to be owed will be paid by the Indemnifying Partywithin 30 days of such determination. If such conditions are not satisfied, the Indemnified Party may assume and control The parties will cooperate with each other in all reasonable respects in the defense of the Claim at the expense of the Indemnifying Party; provided that the Indemnified Party may not settle any such Claim without the consent of the Indemnifying Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's expense)claims under this Agreement.

Defense of Claims. The If the Notice of Claim involves a Legal Action (including, without limitation, any audit, action or proceeding relating to Taxes) instituted by any third party for which the Liability or the costs or expenses are Losses (any such third party Legal Action or proceeding being referred to as a “Claim”), the Indemnifying Party may elect shall have the right (subject to assume any rights of an insurer under the Rep and control the defense of Warranty Policy or any Claim, including the employment of other applicable insurance policy) (i) to employ counsel at its sole cost and expense reasonably satisfactory acceptable to the Indemnified Party to defend any such Claim asserted against the Indemnified Party, (ii) to control and conduct any proceedings or negotiations in connection therewith and necessary or appropriate to defend the payment Indemnified Party and (iii) to take all other steps or proceedings to settle or defend any such Claims; provided, however, that the Indemnifying Party shall only have the rights set forth in Section 9.4(b)(i) through (iii) if: (A) the defense of expenses related theretosuch Claim by the Indemnifying Party will not, if in the good faith reasonable judgment of the Indemnified Party, have a material adverse effect on the Indemnified Party; (aB) the Indemnifying Party acknowledges has sufficient financial resources, in the good faith reasonable judgment of the Indemnified Party, to satisfy the amount of any adverse monetary judgment that is reasonably likely to result; (C) the amount of the potential Losses of the Indemnified Party related to such Claim are not estimated to exceed the indemnification limits in Section 9.5, (D) the Claim solely seeks (and continues to seek) monetary damages; (E) the Claim does not include criminal charges and (F) the Indemnifying Party expressly agrees in writing to be fully responsible for all Losses relating to such Claim subject to the limitations set forth in this Agreement (the conditions set forth in clauses (A) through (E) are, collectively, the “Litigation Conditions”). The Indemnifying Party shall notify the Indemnified Party in writing, as promptly as possible after receipt of the Notice of Claim (but in any case within thirty (30) days of receipt by the Indemnifying Party of a Notice of Claim or such earlier time necessary to reasonably allow a timely response to the Claim (the “Indemnity Notice Period”) of its obligation election to defend any such Claim. If the Indemnifying Party assumes the defense of such Claim, then (1) the Indemnifying Party shall be obligated to indemnify the Indemnified Party for any Losses resulting from with respect to such Claim Claim, (2) the Indemnifying Party shall actively and provides reasonable evidence to diligently conduct the defense, and (3) the Indemnified Party shall have the right to participate in such defense (including with counsel of its financial ability to satisfy such obligationchoice) and receive copies of all notices, pleadings and (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied submissions, at its own expense, and the Indemnifying Party elects to assume and control the defense of a Claim, then (i) the Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of shall reasonably cooperate with the Indemnified Party (not to in connection with such participation. The fees and disbursements of such counsel shall be unreasonably withheld) unless such settlement includes a full and unconditional release at the expense of the Indemnified Party; provided, that if in the reasonable opinion of counsel to the Indemnified Party, (x) there are legal defenses available to an Indemnified Party that are different from or additional to those available to the Indemnifying Party; (y) any of the Litigation Conditions ceases to be met; or (z) there exists a conflict of interest between the Indemnifying Party and (iii) the Indemnified Party may employ separate counsel and participate in that cannot be waived, the defense thereof, but the Indemnified Indemnifying Party will shall be responsible liable for the reasonable fees and expenses of such counsel unless (A) to the Indemnified Party in each jurisdiction for which the Indemnified Party reasonably determines counsel is required. If the Indemnifying Party has failed does not deliver to the Indemnified Party written notice within the Indemnity Notice Period that the Indemnifying Party will assume the defense of any such Claim resulting therefrom, then the Indemnifying Party will no longer have the right to assume the defense of such Claim or to employ counsel with respect thereto or (B) a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfiedClaim, the Indemnified Party may defend against any such Claim in such manner as it may deem appropriate, and the Indemnifying Party will remain responsible for any Losses that are ultimately determined to be owed under this Article IX subject to the limitations set forth in this Agreement. If the Indemnifying Party does not assume and control the defense as provided in the immediately preceding sentence, the Indemnified Party shall keep the Indemnifying Party reasonably informed as to all material matters concerning such Claim. Notwithstanding anything to the contrary herein, the Indemnifying Party shall have the right to assume the defense of any Claim related to any matter set forth on Schedule 9.2(e) at its own cost and expense (but subject to the limitations set forth herein), and defend against any such Claim at the expense of the Indemnifying Party; provided that in such manner as it may deem appropriate, and the Indemnified Party may not settle shall have the right to receive copies of all notices, pleadings and other submissions, and the terms of clause (c) below shall apply, mutatis mutandis, to the Indemnified Party’s right to consent to a settlement of, or the entry of any judgment arising from, any such Claim without Claim; provided, however, to the consent extent that any such claim is related to a customer of Purchaser or a Company Entity, the Indemnified Party shall have the right to assume the defense and the Indemnifying Party shall have the right to receive copies of all notices, pleadings and other submissions, and the terms of clause (not c) below shall apply, mutatis mutandis, to be unreasonably withheld) unless the Indemnified Party’s right to consent to a settlement of, or the entry of any judgment arising from, any such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's expense)Claim.

Defense of Claims. (a) The Indemnifying Party may elect to assume and control the defense of any Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if if: (a) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and (bi) the Claim does not seek to impose any material liability or obligation Liability on the Indemnified Party other than for money damages. , and (ii) the Claim does not relate to a material Supplier of the Company. (b) If such the conditions of Section 6.6(a) are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then then: (i) the Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party but only if (not to A) there is no finding or admission of any violations of Law or any violation of the rights of any Person and no effect on any other claims that may be unreasonably withheldmade against the Indemnified Party, (B) unless the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and (C) such settlement includes provides for a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless unless: (A) the Indemnifying Party has failed to assume actively conduct the defense of such Claim or to employ counsel with respect thereto thereto; or (B) in the reasonable opinion of the Indemnified Party, a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. . (c) If such the conditions of Section 6.6(a) are not satisfied, satisfied of if the Indemnified Indemnifying Party may does not elect to assume and control the defense of the any Claim at the expense of the Indemnifying Party; provided that under Section 6.6(a) above, then the Indemnified Party may not assume the exclusive right to defend, compromise or settle any such Claim without the consent of Claim, but the Indemnifying Party (will not to be unreasonably withheld) unless such bound by any determination of a Claim so defended or any compromise or settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's expense)effected without its consent.

Defense of Claims. The Indemnifying Party may elect to assume and control the defense of any Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if (a) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, obligation and (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then (i) the Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to adequately assume the defense of such Claim or to employ counsel with respect thereto or (B) a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counselthereto, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of the Indemnifying PartyClaim; provided that the Indemnified Party may not settle any such Claim without the consent of the Indemnifying Party (Party, which consent will not to be unreasonably withheld) unless such settlement includes a full , and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may will have the right to participate in such the defense (at of the Indemnifying Party's expense)Claim.

Defense of Claims. The Indemnifying Party may elect to assume and control the defense of any Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if (a) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and ; (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages; and (c) the Claim does not relate to the Indemnified Party's relationship with its customers or employees. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then (i) the Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to adequately assume the defense of such Claim or to employ counsel with respect thereto or (B) a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of the Indemnifying Party; provided that the Indemnified Party may not settle any such Claim without the consent of the Indemnifying Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's expense)Claim.

Defense of Claims. 6.5.1. The Indemnifying Party may elect to assume and control the defense of any Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if if: (a) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and Claim; (b) the Claim does not seek to impose any material liability or obligation Liability on the Indemnified Party other than for money damages; and (c) the Claim does not relate to the Indemnified Party’s relationship with any customer, employee or contractor. 6.5.2. If such the conditions of Section 6.5.1 are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then then: (ia) the Indemnifying Party will not be liable for any settlement of such Claim effected by the Indemnified Party without its the Indemnifying Party’s consent, which consent will not be unreasonably withheld; (iib) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iiic) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless unless: (Ai) the Indemnifying Party has failed to adequately assume and actively conduct the defense of such Claim or to employ counsel with respect thereto thereto; or (Bii) in the reasonable opinion of the Indemnified Party, a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. 6.5.3. If such the conditions of Section 6.5.1 are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of the Indemnifying Party; provided that the Indemnified Party may not exclusive right to defend, compromise, or settle any such Claim without the consent of Claim, but the Indemnifying Party will not be bound by any determination of a Claim so defended or any compromise or settlement effected without its consent (which may not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's expense).. BLIVE STOCK AND ASSET PURCHASE AGREEMENT

Defense of Claims. (a) The Indemnifying Party may elect to assume and control the defense of any Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if if: (a) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and (bi) the Claim does not seek to impose any material liability or obligation Liability on the Indemnified Party other than for money damages. ; and (ii) the Claim does not relate to the Indemnified Party’s relationship with any customer or employee. (b) If such the conditions of Section 6.6(a) are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then then: (i) the Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will shall be in the Indemnifying Party’s sole and absolute discretion if the Indemnifying Party is solely liable for all Losses in connection with such Claim, and which consent shall not be unreasonably withheldwithheld if both the Indemnifying Party and the Indemnified Party are liable for Losses in connection with such Claim; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not if the Indemnifying Party acknowledges its obligation to be unreasonably withheld) unless such settlement includes a full and unconditional release of indemnify the Indemnified PartyParty for any Losses resulting from such Claim, and the Indemnified Party shall not unreasonably withhold its consent if both the Indemnifying Party and the Indemnified Party are liable for Losses in connection with such claim; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but provided that the Indemnified Party will be responsible for the fees and expenses of such counsel unless unless: (A) the Indemnifying Party has failed to adequately assume and actively conduct the defense of such Claim or to employ counsel with respect thereto thereto; or (B) in the reasonable opinion of the Indemnified Party, a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. . (c) If such conditions are the Indemnifying Party does not satisfiedassume the control and defense of any Claim, the Indemnified Party may assume and control the defense of the Claim at the expense of the Indemnifying Partyexclusive right to defend, compromise or settle such Claim; provided that the Indemnified Party may not settle any such Claim without the consent of (i) the Indemnifying Party will not be bound by any determination of a Claim so defended or any compromise or settlement effected without its consent (which may not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that (ii) the Indemnifying Party may employ separate counsel and participate in the defense thereof, but the Indemnifying Party will be responsible for the fees and expenses of such defense counsel. (d) The Indemnifying Party or the Indemnified Party, as the case may be, shall at all times use reasonable efforts to keep the Indemnified Party or the Indemnifying Party's expense), as the case may be, reasonably apprised of the status of the defense of any Claim the defense of which it is maintaining under this Section 6.6, and each shall reasonably cooperate in good faith with the other with respect to the defense of any Claim.

Defense of Claims. The Indemnifying Party may elect to assume and control the defense of any Loss Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if (a) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such indemnification obligation, and ; (b) the Loss Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages; and (c) the Loss Claim does not relate to the Indemnified Party's relationship with its customers or employees. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Loss Claim, then (i) the Indemnifying Party will not be liable for any settlement of such Loss Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Loss Claim without with the consent of the Indemnified Party (Party, which consent shall not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to adequately assume the defense of such Loss Claim or to employ counsel with respect thereto or (B) a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Partythereto. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of the Indemnifying PartyLoss Claim; provided that the Indemnified Party may not settle any such Loss Claim without the consent of the Indemnifying Party (Party, which consent will not to be unreasonably withheld) unless such settlement includes a full withheld (and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate will not be liable for any Claims resulting from a settlement effected in such defense (at the Indemnifying Party's expenseviolation of this clause).

Defense of Claims. 15.2.1 The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder and their reasonable costs and expenses shall be indemnified by the Indemnifying Party. If the Indemnifying Party may elect acknowledges in writing its obligation to indemnify the person indemnified in respect of loss to the full extent provided by this Article 15, the Indemnifying Party shall be entitled, at its option, to assume and control the defense defence of such claim, action, suit or proceeding liabilities, payments and obligations at its expense and through counsel of its choice provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure, the loss to be indemnified hereunder to the extent so compromised or settled. 15.2.2 If the Indemnifying Party has exercised its rights under Article 15.2.1, the Indemnified Party shall not be entitled to settle or compromise any Claimclaim, including action suit or proceeding without the prior written consent of the Indemnifying Party (which consent shall not be unreasonable withheld or delayed). 15.2.3 If the Indemnifying Party exercises its rights under Article 15.2.1 then the Indemnified Party shall nevertheless have the right to employ its own counsel and such counsel can participate in such action, but the cost and expenses of such counsel shall be at the expense of such Indemnified Party, when and as incurred, unless: 1. The employment of counsel by such party has been authorized in writing by the Indemnifying Party; or 2. The Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defence of such action; or 3. The Indemnifying Party shall not in fact have employed independent counsel reasonable satisfactory to the Indemnified Party and the payment of expenses related thereto, if (a) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then (i) the Indemnifying Party will not be liable for any settlement defence of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full action and unconditional release of shall have been so notified by the Indemnified Party; or 4. The Indemnified Party shall have reasonably concluded and (iii) specifically notified the Indemnifying Party either: 5. That there may be specific defences available to it which are different from or additional to those available to the Indemnifying Party; or 6. That such claim, action, suit or proceeding involves or could have a Material Adverse Change upon it beyond the scope of this Agreement; 15.2.4 Provided that if clauses 2, 3, or 4 of Article 15.2.3 shall be applicable, counsel for the Indemnified Party may employ separate counsel and participate in shall have the defense thereof, but right to direct the Indemnified Party will be responsible for the fees and expenses defence of such counsel unless (A) the Indemnifying Party has failed to assume the defense of such Claim claim, action, suit or to employ counsel with respect thereto or (B) a conflict of interest exists between the interests proceeding on behalf of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees reasonable cost and expenses disbursements of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of the Indemnifying Party; provided that the Indemnified Party may not settle any such Claim without the consent of the Indemnifying Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's expense)shall constitute legal or other expenses hereunder.

Defense of Claims. The HWH Indemnitees or the Manager Indemnitees (each, a "Protected Party"), as applicable, shall give prompt notice to any person who is obligated to provide indemnification hereunder (an "Indemnifying Party") of the commencement or assertion of any Claim. Any failure so to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may elect have to assume such Protected Party under Section 10.1 or Section 10.2, as applicable, except to extent the failure to give such notice materially and control adversely prejudices such Indemnifying Party. Subject to non-interference with any insurance defense being provided with respect thereto, the Indemnifying Party shall be entitled to defend, subject to consultation with the Protected Party, any Claim brought against the Protect Party arising out of or connected with any matters referred to in this Section 10.3, and each party shall provide the other with such assistance in relation to the defense of any Claim, including such Claim as either party may reasonably request. The Indemnifying Party shall inform the employment Protected Party on a periodic basis of counsel reasonably satisfactory the status and progress of any Claims to which this Section 10.3 relates and shall have due regard to any views expressed by the Indemnified Protected Party and the payment of expenses related in relation thereto, if (a) . The Protected Party shall cooperate with all reasonable requests made by the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for in defending such Claims. Neither party shall compromise or settle any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then (i) the Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the other party's consent of the Indemnified Party (not to be unreasonably withheld) unless , conditioned or delayed). If, pending the outcome of litigation, neither party has accepted indemnification responsibility with respect thereto, then and in such settlement includes a full event, subject at all times to non-interference with any insurance defense being provided and unconditional release of subject also to the Indemnified Party; and (iii) obligation to cooperate with the Indemnified Party may employ separate counsel and other party as hereinabove set forth, each party shall be entitled to participate in the defense thereofof any such Claim, initially at its own expense but with the Indemnified benefit of subsequent indemnification pursuant to Section 10.1 (if the Protected Party will be responsible for is a HWH Indemnitee) or Section 10.2 (if the fees and expenses of such counsel unless (A) Protected Party is a Manager Indemnitee). Even if the Indemnifying Party has failed to assume assumed the defense of such any Claim or to employ counsel and has acknowledged its indemnification obligations with respect thereto or (B) a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfiedthereto, the Indemnified Protected Party may assume and control the defense of the Claim at the expense of the Indemnifying Party; provided that the Indemnified Party may not settle any such Claim without the consent of the Indemnifying Party (not nevertheless shall be entitled to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (on its own behalf and at its own expense, subject to non-interference with insurance defense and the duty to cooperate with the Indemnifying Party's expense)Party as hereinabove provided.

Defense of Claims. The (a) In the case of third-party claims (a “Third Party Claim”), the Indemnifying Party may elect to assume and control the defense of any such Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if (a) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then if: (i) the Indemnifying Party will not be liable for any settlement conducts the defense of such the Third Party Claim effected without its consent, which consent will not be unreasonably withheldactively and diligently; (ii) the Indemnifying Party may not settle such Claim without the consent of provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have adequate financial resources to defend against the claim and fulfill its indemnification obligations hereunder; (iii) the claim involves only money damages and does not to be unreasonably withheld) unless such settlement includes a full and unconditional release of seek an injunction or other equitable relief against the Indemnified Party; and (iiiiv) the Indemnified Party may employ separate has not been advised by counsel and participate in the defense thereof, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to assume the defense of such Claim that an actual or to employ counsel with respect thereto or (B) a potential conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party in connection with the defense of the claim; (v) the claim does not relate to or otherwise arise in connection with any criminal or regulatory enforcement matter or investigations or official inquiries regarding the same, and (vi) prior to assuming the defense of any such Third Party Claim, such Indemnifying Party must first have agreed in writing to the satisfaction of the Indemnified Party that requires representation the Third-Party Claim is subject to indemnification under this Article IX. Failure of the Indemnifying Party to notify the Indemnified Party of its election to defend any such claim or action by separate counsel, in which case the fees and expenses of such separate counsel will be paid a third party within thirty (30) days after notice thereof shall have been given by the Indemnified Party, shall be deemed a waiver of any such election. (b) If the Indemnifying PartyParty is conducting the defense of the Third Party Claim in accordance with Section 9.6(a), (i) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim, nor take any voluntary action prejudicial to the determination of the Third Party Claim, without the prior written consent of the Indemnifying Party and (iii) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim unless written agreement is obtained releasing the Indemnified Party subject to the Third Party Claim from all liability thereunder. If such conditions are the Indemnifying Party is not satisfiedconducting the defense of the Third Party Claim, the Indemnified Party may assume and control defend against such claim or litigation in such manner as it deems appropriate, but the defense Indemnified Party will not consent to the entry of any settlement or enter into any settlement with respect to such Third Party Claim without the Claim at the expense prior written consent of the Indemnifying Party; provided that the Indemnified Party may not settle any , such Claim without the consent of the Indemnifying Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's expense), conditioned or delayed.

Defense of Claims. Within thirty (30) Days after the Indemnifying Party receives a Claim Notice, the Indemnifying Party shall notify the Indemnified Party whether or not the Indemnifying Party will assume responsibility for defense and payment of the Claim. The Indemnified Party is authorized, prior to and during such thirty (30) day period, to file any motion, pleading or other answer that it deems necessary or appropriate to protect its interests, or those of the Indemnifying Party, and that is not prejudicial to the Indemnifying Party. If the Indemnifying Party elects not to assume responsibility for defense and payment of the Claim, the Indemnified Party may defend against, or enter into any settlement with respect to, the Claim as it deems appropriate without relieving the Indemnifying Party of any indemnification obligations the Indemnifying Party may elect have with respect to such Claim. The Indemnifying Party’s failure to respond in writing to a Claim Notice within the thirty (30) Day period shall be deemed an election by the Indemnifying Party not to assume responsibility for defense and control the defense of any Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if the Claim. If the Indemnifying Party elects to assume responsibility for defense and payment of the Claim: (a) the Indemnifying Party acknowledges its obligation to indemnify shall defend the Indemnified Party for any Losses resulting from such against the Claim and provides reasonable evidence with counsel of the Indemnifying Party’s choice (reasonably acceptable to the Indemnified Party of its financial ability to satisfy which shall cooperate with the Indemnifying Party in all reasonable respects in such obligationdefense), and (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects shall pay any judgment entered or settlement with respect to assume and control the defense of a such Claim, then (ic) the Indemnifying Party will shall not be liable for consent to entry of any judgment or enter into any settlement of such with respect to the Claim effected without its consent, which consent will that (i) does not be unreasonably withheld; include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect to the Claim or (ii) the Indemnifying Party contains terms that may not settle such Claim without the consent of materially and adversely affect the Indemnified Party (not to be unreasonably withheldother than as a result of money damages covered by the indemnity), and (d) unless such settlement includes a full and unconditional release of the Indemnified Party shall not consent to entry of any judgment or enter into any settlement with respect to the Claim without the Indemnifying Party; and (iii) ’s prior written consent. In all instances the Indemnified Party may employ separate counsel and participate in the defense thereofof a Claim, but the Indemnified Party will be responsible for the shall bear all fees and expenses of such counsel unless (A) the Indemnifying Party has failed to assume the defense of such Claim or to employ counsel with respect thereto or (B) a conflict of interest exists between the interests of employed by the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of the Indemnifying Party; provided that the Indemnified Party may not settle any such Claim without the consent of the Indemnifying Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's expense).

Defense of Claims. The If any action, suit, claim, tax audit, proceeding, demand, assessment or enforcement action is filed or initiated against an Indemnified Party with respect to a matter subject to an indemnification claim by that Indemnified Party, the Indemnified Party shall give written notice thereof to the Indemnifying Party may elect or Parties as promptly as practicable, and in any event within 20 days after service of the citation or summons, but the failure of an Indemnified Party to assume give timely notice shall not affect the rights of that party to indemnification hereunder to the extent that that failure does not prejudice the Indemnifying Party. After that notice and control a reasonable period of time to allow for analysis of the defense claim, if the Indemnifying Party acknowledges in writing to the Indemnified Party that the Indemnifying Party is obligated under the terms of any Claimits indemnity hereunder for all liabilities of the Indemnified Party in connection with that action, including suit, claim, tax audit, proceeding, demand, assessment or enforcement action, the employment of Indemnifying Party shall be entitled, if it so elects and with counsel reasonably satisfactory to the Indemnified Party Party, to take control of the defense and investigation of that action, suit, claim, tax audit, proceeding, demand, assessment or enforcement action and to employ and engage attorneys to handle and defend the payment of expenses related theretosame, at the Indemnifying Party's cost, risk and expense, except that, if (a) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects not to assume that defense or counsel for the Indemnified Party determines in good faith and control the defense of a Claim, then (i) advises the Indemnifying Party will not be liable for any settlement in writing that there are issues that raise conflicts of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) interest between the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to assume the defense of such Claim or to employ counsel with respect thereto or (B) a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume retain counsel satisfactory to him, her or it, and control the Indemnifying Party shall pay all reasonable fees and expenses of that counsel for the Indemnified Party promptly as statements therefor are received; provided, however, that (1) the Indemnifying Party shall be obligated pursuant to this Article 7 to pay for only one firm of counsel (unless the use of one counsel for that Indemnified Party would present that counsel with a conflict of interest) for all Indemnified Parties in any jurisdiction and (2) the Indemnified Party cooperates in the defense of any such matter. If the Claim Indemnifying Party assumes the control of that defense, the Indemnified Party must cooperate in all reasonable respects, at the expense of the Indemnifying Party's request and cost, risk and expense, with the Indemnifying Party and his, her or its attorneys in the investigation, trial and defense of that action, suit, claim, tax audit, proceeding, demand, assessment or enforcement action and any appeal arising therefrom; provided that the Indemnified Party may, at his, her or its own cost, participate in the investigation, trial and defense of that action, suit, claim, tax audit, proceeding, demand, assessment or enforcement action and any appeal arising therefrom. The Indemnifying Party shall keep the Indemnified Party apprised of the status of the action, suit, claim, tax audit, proceeding, demand, assessment or enforcement action, furnish the Indemnified Party with all documents and information the Indemnified Party reasonably requests in connection therewith, and consult with the Indemnified Party before acting on major matters involved in that action, suit, claim, tax audit, proceeding, demand, assessment or enforcement action, including settlement discussions. Unless the Indemnified Party receives a complete release from all matters involved in the dispute, no settlement of any action for which indemnification may not settle any such Claim be payable hereunder shall be made without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, delayed or conditioned. The Indemnified Party shall be entitled to defend, settle or proceed in such other manner as it deems fit, in its sole discretion, in connection with any action, suit, claim, proceeding, demand, assessment or enforcement action with respect to which the Indemnifying Party has not acknowledged its obligations in writing in accordance with the foregoing; and no reasonable action taken by the Indemnified Party in connection therewith shall affect or limit the obligations of the Indemnifying Party pursuant to this Article 7. If the Indemnifying Party assumes the control of that defense as provided above but subsequently, in the course of defending the matter, comes to believe that the matter is not properly an obligation of that Indemnifying Party, the Indemnifying Party may with reasonable promptness advise the Indemnified Party of that new information. In that case, (a) if the Indemnified Party then agrees with the Indemnifying Party, the Indemnifying Party and the Indemnified Party shall make mutually satisfactory arrangements for the Indemnified Party to assume the defense of that matter and to repay the Indemnifying Party for any amounts reasonably expended by him, her or it pursuant to this Article 7 with respect to that matter, and (b) if the Indemnified Party does not then agree with the Indemnifying Party, the Indemnifying Party shall have the right to be unreasonably withheld) unless such settlement includes a full and unconditional release of commence legal proceedings to determine whether the matter is subject to indemnification by the Indemnifying Party; and further provided that that, in the case of clause (b), the Indemnifying Party may participate in such defense (at shall continue to be obligated to defend the Indemnifying Party's expense)Indemnified Party with respect to that matter and to otherwise make the payments required by this Article 7 until that dispute is finally adjudicated by a court of competent jurisdiction and all rights to appeal with respect thereto have expired.

Defense of Claims. The Each party entitled to indemnification under this Article VII (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party may elect to assume and control the defense has actual knowledge of any Claimclaim as to which indemnity may be sought, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if (a) shall permit the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then (i) the Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to assume the defense of any such Claim claim or to employ any litigation resulting therefrom; provided, that counsel with respect thereto for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (Bwhose approval shall not unreasonably be withheld) and the Indemnified Party may participate in such defense at the Indemnified Party’s expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest exists between the interests of Indemnifying Party and the Indemnified Party and the Indemnifying Party that requires representation by separate counselin such action, in which case the fees and expenses of such separate counsel will shall be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of the Indemnifying Party; provided ), and provided, further, that the failure of any Indemnified Party may to give notice as provided herein shall not settle relieve the Indemnifying Party of its obligations under this Article VI unless, and only to the extent that, the Indemnifying Party is materially prejudiced thereby. No Indemnifying Party, in the defense of any such Claim without claim or litigation shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the Indemnifying giving by the claimant or plaintiff to such Indemnified Party (not of a release from all liability in respect to be unreasonably withheld) unless such settlement includes a full and unconditional release of claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the Indemnifying Party; and further provided that the claim in question as an Indemnifying Party may participate reasonably request in writing and as shall be reasonably required in connection with the defense of such defense (at the Indemnifying Party's expense)claim and litigation resulting therefrom.

Defense of Claims. The TBDIndemnitees or the Manager Indemnitees (each, a "Protected Party"), as applicable, shall give prompt notice to any person who is obligated to provide indemnification hereunder (an "Indemnifying Party") of the commencement or assertion of any Claim. Any failure so to notify an Indemnifying Party shall not relieve such Indemnifying Party from any liability that it may elect have to assume such Protected Party under Section 10.1 or Section 10.2, as applicable, except to extent the failure to give such notice materially and control adversely prejudices such Indemnifying Party. Subject to non-interference with any insurance defense being provided with respect thereto, the Indemnifying Party shall be entitled to defend, subject to consultation with the Protected Party, any Claim brought against the Protect Party arising out of or connected with any matters referred to in this Section 10.3, and each party shall provide the other with such assistance in relation to the defense of any Claim, including such Claim as either party may reasonably request. The Indemnifying Party shall inform the employment Protected Party on a periodic basis of counsel reasonably satisfactory the status and progress of any Claims to which this Section 10.3 relates and shall have due regard to any views expressed by the Indemnified Protected Party and the payment of expenses related in relation thereto, if (a) . The Protected Party shall cooperate with all reasonable requests made by the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for in defending such Claims. Neither party shall compromise or settle any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then (i) the Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the other party's consent of the Indemnified Party (not to be unreasonably withheld) unless , conditioned or delayed). If, pending the outcome of litigation, neither party has accepted indemnification responsibility with respect thereto, then and in such settlement includes a full event, subject at all times to non-interference with any insurance defense being provided and unconditional release of subject also to the Indemnified Party; and (iii) obligation to cooperate with the Indemnified Party may employ separate counsel and other party as hereinabove set forth, each party shall be entitled to participate in the defense thereofof any such Claim, initially at its own expense but with the Indemnified benefit of subsequent indemnification pursuant to Section 10.1 (if the Protected Party will be responsible for is a TBDIndemnitee) or Section 10.2 (if the fees and expenses of such counsel unless (A) Protected Party is a Manager Indemnitee). Even if the Indemnifying Party has failed to assume assumed the defense of such any Claim or to employ counsel and has acknowledged its indemnification obligations with respect thereto or (B) a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfiedthereto, the Indemnified Protected Party may assume and control the defense of the Claim at the expense of the Indemnifying Party; provided that the Indemnified Party may not settle any such Claim without the consent of the Indemnifying Party (not nevertheless shall be entitled to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (on its own behalf and at its own expense, subject to non-interference with insurance defense and the duty to cooperate with the Indemnifying Party's expense)Party as hereinabove provided.

Defense of Claims. The Indemnifying Party may elect to assume and control the defense of any Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any action or proceeding by any Person or Governmental Entity that is not a party to this Agreement (a "Third Party Claim") against such Indemnitee, with respect to which an Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than 20 calendar days after receipt of notice of such Third Party Claim; provided, however, that the failure of the Indemnitee to notify the Indemnifying Party acknowledges shall only relieve the Indemnifying Party from its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence Indemnitee pursuant to this Article 16 to the Indemnified extent that the Indemnifying Party is materially prejudiced by such failure (whether as a result of its financial ability the forfeiture of substantive rights or defenses or otherwise). Upon receipt of notification of a Third Party Claim, the Indemnifying Party shall be entitled, upon written notice to satisfy the Indemnitee, to assume the investigation and defense thereof if such obligationIndemnifying Party delivers a written agreement in form and substance satisfactory to the Indemnitee agreeing to indemnify the Indemnifying Party with respect to such Third Party Claim; provided that notwithstanding anything herein to the contrary, the Indemnifying Party shall have no right to assume or continue the defense of any Third Party Claim (and the Indemnitee shall have the exclusive right to defend it) if (bi) the Claim Indemnitee reasonably determines that the Indemnifying Party does not seek have sufficient financial resources to impose defend or discharge such Third Party Claim, (ii) if a conflict of interest is presented for the Indemnifying Party from defense of the Third Party Claim, (iii) the Indemnitee reasonably determines that an adverse determination would adversely affect the business operations of the Indemnitee in any material liability respect, or obligation on (iv) the Indemnified Indemnifying Party other than for money damagesis not vigorously defending such Third Party Claim, as reasonably determined by the Indemnitee. If such conditions are satisfied and Whether or not the Indemnifying Party elects to assume the investigation and control the defense of a any Third Party Claim, then the Indemnitee shall have the right to employ separate counsel and to participate in the investigation and defense thereof; provided, however, that the Indemnitee shall pay the fees and disbursements of such separate counsel unless (i) the Indemnifying Party will not be liable for any settlement employment of such Claim effected without its consentseparate counsel has been specifically authorized in writing by the Indemnifying Party, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to assume the defense of such Third Party Claim within a reasonable time after receipt of notice thereof, or (iii) the named parties to employ the proceeding in which such claim, demand, action or cause of action has been asserted include both the Indemnifying Party and such Indemnitee and, in the reasonable judgment of counsel to such Indemnitee, there exists one or more defenses that may be available to the Indemnitee that are in conflict with those available to the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be liable for the fees and disbursements of more than one counsel for all Indemnified Parties in connection with any one proceeding or any similar or related proceedings arising from the same general allegations or circumstances. Without the prior written consent of the Indemnitee, the Indemnifying Party will not enter into any settlement of any Third Party Claim that would lead to liability or create any financial or other obligation on the part of the Indemnitee unless such settlement includes as an unconditional term thereof the release of the Indemnitee from all liability in respect of such Third Party Claim. If a settlement offer solely for money damages is made by the applicable third party claimant, and the Indemnifying Party notifies the Indemnitee in writing of the Indemnifying Party's willingness to accept the settlement offer and pay the amount called for by such offer without reservation of any rights or defenses against the Indemnitee, the Indemnitee may continue to contest such claim, free of any participation by the Indemnifying Party, and the amount of any ultimate liability with respect thereto to such Third Party Claim that the Indemnifying Party has an obligation to pay hereunder shall be limited to the lesser of (A) the amount of the settlement offer that the Indemnitee declined to accept or (B) a conflict of interest exists between the interests aggregate Indemnifiable Losses of the Indemnified Indemnitee with respect to such claim. (b) Any claim by an Indemnitee on account of an Indemnifiable Loss that does not result from a Third Party Claim will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof and the Indemnifying Party that requires representation by separate counselwill have a period of 30 calendar days within which to respond in writing to such claim. If the Indemnifying Party does not so respond within such 30 calendar day period, the Indemnifying Party will be deemed to have rejected such claim, in which case event the fees Indemnitee will be free to pursue such remedies as may be available to the Indemnitee on the terms and expenses subject to the provisions of this Article 16. (c) If, after the making of any Indemnification Payment, the amount of the Indemnifiable Loss to which such payment relates is reduced by recovery, settlement or otherwise under any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other entity, the amount of such separate counsel reduction (less any costs, expenses, premiums or Taxes incurred in connection therewith) will promptly be paid repaid by the Indemnitee to the Indemnifying Party. If such conditions are not satisfiedUpon making any Indemnification Payment, the Indemnified Indemnifying Party may assume and control will, to the defense extent of such Indemnification Payment, be subrogated to all rights of the Claim at the expense Indemnitee against any third party that is not an Affiliate of the Indemnifying PartyIndemnitee in respect of the Indemnifiable Loss to which the Indemnification Payment relates; provided that (i) the Indemnified Indemnifying Party may not settle any shall then be in compliance with its obligations under this Agreement in respect of such Claim without Indemnifiable Loss, and (ii) until the consent Indemnitee recovers full payment of its Indemnifiable Loss, all claims of the Indemnifying Party (not against any such third party on account of said Indemnification Payment will be subrogated and subordinated in right of payment to be unreasonably withheld) unless the Indemnitee's rights against such settlement includes a full third party. Without limiting the generality or effect of any other provision of this Article 16, each such Indemnitee and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at will duly execute upon request all instruments reasonably necessary to evidence and perfect the Indemnifying Party's expense)above-described subrogation and subordination rights.

Defense of Claims. (a) If any third party claim or investigation is made against either party that, if sustained, would give rise to a liability of the other party for indemnification under this Agreement (the “Indemnifying Party”), the party against whom the claim is made (the “Indemnified Party”) shall promptly cause notice of the claim to be delivered to the Indemnifying Party; provided, however, that, subject to Section 8.1, the failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability hereunder with respect to such claim only if, and only to the extent that, such failure to so notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of rights and defenses otherwise available to it with respect to such claim. The Indemnifying Party may elect shall have the right, upon written notice delivered to the Indemnified Party within twenty (20) days thereafter, to acknowledge that any Losses or CSSI Losses resulting from such claim or investigation are indemnifiable Losses or CSSI Losses, as applicable, of the Indemnified Party under Section 8.2, subject to the other provision of this Article 8, and to assume and control the defense of any Claimsuch claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related theretothe fees and disbursements of such counsel. In the event, if (a) however, that the Indemnifying Party acknowledges its obligation declines or fails to indemnify assume the defense of the claim or investigation within such twenty (20) day period on the terms provided above, or subsequently ceases to actually provide such defense, then the Indemnifying Party shall pay the reasonable fees and disbursements of counsel for the Indemnified Party as incurred. In any claim or investigation for any Losses resulting from such Claim and provides reasonable evidence to which indemnification is being sought the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, shall have the right to participate in such matter and to retain its financial ability own counsel at such party’s own expense. The Indemnifying Party or the Indemnified Party, as the case may be, shall at all times use reasonable efforts to satisfy keep the other party reasonably apprised of the status of the defense of any matter and shall cooperate in good faith with each other with respect to the defense of any such obligation, and matter. (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the No Indemnifying Party elects to assume and control the defense of a Claimmay, then (i) the Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the prior written consent of the Indemnified Party Party, settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder unless (not to be unreasonably withheldi) unless such settlement settlement, compromise or consent includes a full and an unconditional release of the Indemnified Party; Party and (iii) the Indemnified Party may employ separate counsel its officers, directors, employees and participate in the defense thereof, but the Indemnified Party will be responsible for the fees and expenses Affiliates from all liability arising out of such counsel unless claim, (Aii) the Indemnifying Party has failed to assume the defense of such Claim does not contain any admission or to employ counsel with respect thereto statement suggesting any wrongdoing or (B) a conflict of interest exists between the interests liability on behalf of the Indemnified Party and (iii) does not contain any equitable order, judgment or term that in any manner affects, restrains or interferes with the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses business of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume and control the defense or any of the Claim at Indemnified Party’s Affiliates. An Indemnified Party may not, without the expense prior written consent of the Indemnifying Party; provided that , settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder unless (x) such settlement, compromise or consent is paid by the Indemnified Party may not settle any such Claim without the consent of the Indemnifying Party (not to be unreasonably withheld) unless such settlement and includes a full and an unconditional release of the Indemnifying Party; Party and further provided that its officers, directors, employees and affiliates from all liability arising out of such claim, (y) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnifying Party may participate and (z) does not contain any equitable order, judgment or term that in such defense (at any manner affects, restrains or interferes with the business of the Indemnifying Party or any of the Indemnifying Party's expense)’s Affiliates.

Defense of Claims. The If a Third Party Claim is made against an Indemnified Party, (a) the Applicable Indemnifying Party may elect will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume and control the defense of any Claimthereof with counsel selected by the Applicable Indemnifying Party, including the employment of provided that in connection with such assumption (i) such counsel is not reasonably satisfactory objected to by the Indemnified Party and the payment of expenses related thereto, if (aii) the Applicable Indemnifying Party acknowledges its obligation first admits in writing their joint and several liability to indemnify the Indemnified Party for any Losses resulting from with respect to all elements of such Claim and provides reasonable evidence to claim in full. Should the Indemnified Party of its financial ability to satisfy such obligation, and (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Applicable Indemnifying Party elects so elect to assume and control the defense of a Third Party Claim, then (i) the Applicable Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of to the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) for any legal expenses subsequently incurred by the Indemnified Party may employ separate counsel and participate in connection with the defense thereof, but . If the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Applicable Indemnifying Party has failed elects to assume the defense of such Claim or to employ counsel with respect thereto or (B) a conflict of interest exists between the interests of Third Party Claim, the Indemnified Party and will (i) cooperate in all reasonable respects with the Applicable Indemnifying Party that requires representation by separate counselin connection with such defense and (ii) not admit any liability with respect to, in which case or settle, compromise or discharge, such Third Party Claim without the fees and expenses of such separate counsel will be paid by the Applicable Indemnifying Party’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such conditions are defense with its own counsel at its own expense. If the Applicable Indemnifying Party does not satisfiedassume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to the Applicable Indemnifying Party of such terms and the Applicable Indemnifying Party will promptly reimburse the Indemnified Party upon written request. Anything contained in this Agreement to the contrary notwithstanding, an Applicable Indemnifying Party shall be entitled to assume and control the defense of the any part of a Third Party Claim at the expense of the Indemnifying Party; provided that seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party may not settle any such Claim without the consent of the Indemnifying Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's expense).

Defense of Claims. (a) The Indemnifying Party may elect to assume and control the defense of any Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if if: (a) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and (bi) the Claim does not seek to impose any material liability or obligation Liability on the Indemnified Party other than for money damages. ; and (ii) the Claim does not relate to the Indemnified Party’s relationship with any customer or employee. (b) If such the conditions of Section 6.5(a) are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then then: (i) the Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will shall be in the Indemnifying Party’s sole discretion if the Indemnifying Party is solely liable for all Losses in connection with such claim, and which consent shall not be unreasonably withheldwithheld if both the Indemnifying Party and the Indemnified Party are liable for Losses in connection with such claim; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not if the Indemnifying Party acknowledges its obligation to be unreasonably withheld) unless such settlement includes a full and unconditional release of indemnify the Indemnified PartyParty for any Losses resulting from such Claim, and the Indemnified Party shall not unreasonably withhold its consent if both the Indemnifying Party and the Indemnified Party are liable for Losses in connection with such claim; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but provided that the Indemnified Party will be responsible for the fees and expenses of such counsel unless unless: (A) the Indemnifying Party has failed to adequately assume and actively conduct the defense of such Claim or to employ counsel with respect thereto thereto; or (B) in the reasonable opinion of the Indemnified Party, a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. . (c) If such conditions are the Indemnifying Party does not satisfiedassume the control and defense of any Claim, the Indemnified Party may assume and control the defense of the Claim at the expense of the Indemnifying Partyexclusive right to defend, compromise, or settle such Claim; provided that the Indemnified Party may not settle any such Claim without the consent of (i) the Indemnifying Party will not be bound by any determination of a Claim so defended or any compromise or settlement effected without its consent (which may not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that (ii) the Indemnifying Party may employ separate counsel and participate in such the defense (at thereof, but the Indemnifying Party will be responsible for the fees and expenses of such counsel. (d) The Indemnifying Party or the Indemnified Party's expense), as the case may be, shall at all times use reasonable efforts to keep the Indemnifying Party or the Indemnified Party, as the case may be, reasonably apprised of the status of the defense of any Claim the defense of which it is maintaining under this Section 6.5, and each shall reasonably cooperate in good faith with the other with respect to the defense of any Claim.

Defense of Claims. The Except as otherwise set forth in the last sentence of this Section 9.6, in connection with any claim which may give rise to indemnity under this Article 9 resulting from or arising out of any claim or Proceeding against an Indemnitee by a Person that is not a party hereto, the Indemnifying Party may elect (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice sent at any time to the relevant Indemnitee, assume and control the defense of any Claimsuch claim or Proceeding, including provided that the employment of counsel reasonably satisfactory claim or Proceeding relates only to monetary damages and not the Indemnified Party Transferred Assets or the ability to exploit the Transferred Assets and the payment of expenses related thereto, if (a) that the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from Indemnitee the Indemnitee’s right to indemnity pursuant hereto in respect of the entirety of such Claim claim (as such claim may have been modified through written agreement of the parties or arbitration hereunder) and provides reasonable evidence assurances, reasonably satisfactory to the Indemnified Party of its financial ability to satisfy such obligationIndemnitee, and (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then (i) that the Indemnifying Party will not be liable for any settlement financially able to satisfy such claim in full if such claim or Proceeding is decided adversely. The Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of such Claim effected without its consentclaim or Proceeding, shall take all steps reasonably necessary in the defense or settlement thereof and shall at all times diligently and promptly pursue the resolution thereof. If the Indemnifying Party shall have assumed the defense of any claim or Proceeding in accordance with this Section 9.6, the Indemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such claim or proceeding to the extent that the settlement requires only the payment of monetary damages, includes no injunctive provisions or performance requirements of Indemnitee and includes no admission of guilt or liability. Or in the alternative, the Indemnifying Party will seek consent of the Indemnitee, (which consent will shall not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) ). If the Indemnifying Party has failed so elected to assume the defense, each Indemnitee shall be entitled to participate in (but not control) the defense of any such action, with its own counsel and, except as provided herein, at its own expense. Each Indemnitee shall, and shall cause each of its Affiliates, officers, employees, consultants and agents to, cooperate fully with the Indemnifying Party in the defense of any claim or Proceeding being defended by the Indemnifying Party pursuant to this Section 9.6. If the Indemnifying Party does not assume the defense of such Claim any claim or to employ counsel Proceeding resulting therefrom in accordance with respect thereto the terms of this Section 9.6, or (B) a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, does not acknowledge to the Indemnitee the Indemnitee’s right to indemnity pursuant hereto in which case respect of the fees and expenses entirety of such separate counsel claim (as such claim may have been modified through written agreement of the parties or arbitration hereunder) or the Indemnifying Party does not provides assurances, reasonably satisfactory to such Indemnitee, that the Indemnifying Party will be paid by the Indemnifying Party. If financially able to satisfy such conditions are not satisfiedclaim in full if such claim or Proceeding is decided adversely, the Indemnified Party such Indemnitee may assume and control the defense of the Claim defend against such claim or Proceeding in such manner as it may deem appropriate at the expense cost of the Indemnifying Party; provided that the Indemnified Party may not settle any such Claim without the consent of the Indemnifying Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's expense).

Defense of Claims. The (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any action or proceeding by any entity that is not a party to this Agreement or an Affiliate of such a party (a "Third Party Claim") against such Indemnitee, with respect to which an Indemnifying Party may elect is obligated to provide indemnification under this Agreement, the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than ten (10) calendar days after receipt of notice of such Third Party Claim; provided, however, that the failure of the Indemnitee to notify the Indemnifying Party shall only relieve the Indemnifying Party from its obligation to indemnify the Indemnitee pursuant to this Article 13 to the extent that the Indemnifying Party is materially prejudiced by such failure (whether as a result of the forfeiture of substantive rights or defenses or otherwise). Upon receipt of notification of a Third Party Claim, the Indemnifying Party shall be entitled, upon written notice to the Indemnitee, to assume the investigation and control the defense of any Claim, including the employment of thereof with counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if (a) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and (b) the Claim does Indemnitee. Whether or not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume the investigation and control the defense of a any Third Party Claim, then the Indemnitee shall have the right to employ separate counsel and to participate in the investigation and defense thereof; provided, however, that the (b) Any claim by an Indemnitee on account of an Indemnifiable Loss that does not result from a Third Party Claim (a "Direct Claim") will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after the incurrence thereof, and the Indemnifying Party will have a period of thirty (30) calendar days within which to (c) If after the making of any Indemnification Payment the amount of the Indemnifiable Loss to which such payment relates is reduced by recovery, settlement or otherwise under any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other entity, the amount of such reduction (less any costs, expenses, premiums or taxes incurred in connection therewith) will promptly be repaid by the Indemnitee to the Indemnifying Party. Upon making any Indemnification Payment, the Indemnifying Party will, to the extent of such Indemnification Payment, be subrogated to all rights of the Indemnitee against any third party that is not an Affiliate of the Indemnitee in respect of the Indemnifiable Loss to which the Indemnification Payment relates; provided that (i) the Indemnifying Party will not shall then be liable for any settlement in compliance with its obligations under this Agreement in respect of such Claim effected without its consent, which consent will not be unreasonably withheld; Indemnifiable Loss and (ii) until the Indemnifying Party may not settle such Claim without the consent Indemnitee recovers full payment of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereofits Indemnifiable Loss, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to assume the defense of such Claim or to employ counsel with respect thereto or (B) a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of the Indemnifying Party; provided that the Indemnified Party may not settle any such Claim without the consent all claims of the Indemnifying Party (not against any such third party on account of said Indemnification Payment will be subrogated and subordinated in right of payment to be unreasonably withheld) unless the Indemnitee's rights against such settlement includes a full third party. Without limiting the generality or effect of any other provision of this Article 13, each such Indemnitee and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at will duly execute upon request all instruments reasonably necessary to evidence and perfect the Indemnifying Party's expense)above-described subrogation and subordination rights.

Defense of Claims. The If any Indemnitee receives notice of the assertion of any claim or of the commencement of any action or proceeding by any entity that is not a party to this Agreement (a “Third Party Claim”) against such Indemnitee, with respect to which an Indemnifying Party may elect is obligated to assume and control provide indemnification under this Agreement, the defense Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than ten (10) calendar days after receipt of any notice of such Third Party Claim; provided, including however, that the employment failure of counsel reasonably satisfactory the Indemnitee to the Indemnified Party and the payment of expenses related thereto, if (a) notify the Indemnifying Party acknowledges shall only relieve the Indemnifying Party from its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence Indemnitee pursuant to this Article to the Indemnified extent that the Indemnifying Party is materially prejudiced by such failure (whether as a result of its financial ability the forfeiture of substantive rights or defenses or otherwise). Upon receipt of notification of a Third Party Claim, the Indemnifying Party shall be entitled, upon written notice to satisfy such obligationthe Indemnitee, to assume the investigation and (b) the Claim does defense thereof. Whether or not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume the investigation and control the defense of a any Third Party Claim, then the Indemnitee shall have the right to employ separate counsel and to participate in the investigation and defense thereof; provided, however, that the Indemnitee shall pay the fees and disbursements of such separate counsel unless (i) the Indemnifying Party will not be liable for any settlement employment of such Claim effected without its consentseparate counsel has been specifically authorized in writing by the Indemnifying Party, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to assume the defense of such Third Party Claim within a reasonable time after receipt of notice thereof, or (iii) the named parties to employ the proceeding in which such claim, demand, action or cause of action has been asserted include both the Indemnifying Party and such Indemnitee and, in the reasonable judgment of counsel to such Indemnitee, there exists one or more defenses that may be available to the Indemnitee that are in conflict with those available to the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be liable for the fees and disbursements of more than one counsel for all Indemnitees in connection with any one proceeding or any similar or related proceedings arising from the same general allegations or circumstances. Without the prior written consent of the Indemnitee, the Indemnifying Party will not enter into any settlement of any Third Party Claim that would lead to liability or create any financial or other obligation on the part of the Indemnitee unless such settlement includes as an unconditional term thereof the release of the Indemnitee from all liability in respect of such Third Party Claim. If a settlement offer solely for money damages is made by the applicable third party claimant, and the Indemnifying Party notifies the Indemnitee in writing of the Indemnifying Party’s willingness to accept the settlement offer and pay the amount called for by such offer without reservation of any rights or defenses against the Indemnitee, the Indemnitee may continue to contest such claim, free of any participation by the Indemnifying Party, and the amount of any ultimate liability with respect thereto to such Third Party Claim that the Indemnifying Party has an obligation to pay hereunder shall be limited to the lesser of (A) the sum of the settlement offer that the Indemnitee declined to accept plus any Indemnifiable Losses in excess of those relating to the Third Party Claim through the date of its rejection of the settlement offer or (B) a conflict of interest exists between the interests aggregate Indemnifiable Losses of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of Indemnitee with respect to such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of the Indemnifying Party; provided that the Indemnified Party may not settle any such Claim without the consent of the Indemnifying Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's expense)claim.

Defense of Claims. 14.4.1 If any Indemnitee receives notice of the assertion of any Third Party Claim against such Indemnitee, with respect to which an Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of actual notice of such Third Party Claim; provided, however, that the failure of the Indemnitee to notify the Indemnifying Party during the required notification period shall only relieve the Indemnifying Party from its obligation to indemnify the Indemnitee pursuant to this Section 14 to the extent that Indemnifying Party is materially prejudiced by such failure (whether as a result of the forfeiture of substantive rights or defenses or otherwise); and provided, however, that the Indemnitee must, in any event, notify the Indemnifying Party prior to the Termination Date as required pursuant to Section 14.1 in order for such party to be indemnified. The Indemnifying Party may elect shall be entitled, upon written notice to the Indemnitee, to assume the investigation and control the defense of any Claim, including the employment of thereof with counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if (a) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and (b) the Claim does Indemnitee. Whether or not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume the investigation and control the defense of a any Third Party Claim, then (i) the Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) Indemnitee shall have the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not right to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and to participate in the investigation and defense thereof, but provided, however, that the Indemnified Party will be responsible for Indemnitee shall pay the fees and expenses disbursements of such separate counsel unless (Aa) the employment of such separate counsel has been specifically authorized in writing by the Indemnifying Party, (b) the Indemnifying Party has failed to assume the defense of such Third Party Claim or to employ counsel with respect thereto or within a 14.4.2 Any Direct Claim will be asserted by giving the Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (B30) a conflict of interest exists between calendar days after the interests Indemnitee actually becomes aware of the Indemnified Party incurrence thereof, and the Indemnifying Party will have a period of thirty (30) calendar days within which to respond in writing to such Direct Claim; provided, however, that requires representation the failure of the Indemnitee to notify the Indemnifying Party shall only relieve the Indemnifying Party from its obligation to indemnify the Indemnitee pursuant to this Section 14 to the extent the Indemnifying Party is materially prejudiced by separate counselsuch failure (whether as a result of the forfeiture of substantive rights or defenses or otherwise); and provided, however, that the Indemnitee must, in any event, notify the Indemnifying Party prior to the Termination Date as required pursuant to Section 14.1 in order for such party to be indemnified. If the Indemnifying Party does not so respond within such thirty (30) calendar day period, the Indemnifying Party will be deemed to have rejected such claim, in which case event the fees Indemnitee will be free to pursue such remedies as may be available to the Indemnitee on the terms and expenses subject to the provisions of this Section 14. 14.4.3 If after the making of any Indemnification Payment, the amount of the Indemnifiable Loss to which such payment relates is reduced by recovery, settlement or otherwise under any insurance coverage, or pursuant to any claim, recovery, settlement or payment by or against any other entity, the amount of such separate counsel reduction (less any costs, expenses, premiums or taxes incurred in connection herewith) will promptly be paid repaid by the Indemnitee to the Indemnifying Party. If such conditions are not satisfiedUpon making any Indemnification Payment, the Indemnified Indemnifying Party may assume and control will, to the defense extent of such Indemnification Payment, be subrogated to all rights of the Claim at the expense Indemnitee against any third party that is not an affiliate of the Indemnifying PartyIndemnitee in respect to the Indemnifiable Loss to which the Indemnification Payment relates; provided that (a) the Indemnified Indemnifying Party may not settle any shall then be in compliance with its obligations under this Agreement in respect of such Claim without Indemnifiable Loss and (b) until the consent Indemnitee recovers full payment of its Indemnifiable Loss, all claims of the Indemnifying Party (not against such third party on account of said Indemnification Payment will be subrogated and subordinated in right of payment to be unreasonably withheld) unless the Indemnitee's rights against such settlement includes a full third party. Without limiting the generality or effect of any other provision of this Section 14, each such Indemnitee and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's expense).will duly execute upon request all

Defense of Claims. 18.2.1. The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder and their reasonable costs and expenses shall be indemnified by the Indemnifying Party. If the Indemnifying Party may elect acknowledges in writing its obligation to indemnify the person indemnified in respect of loss to the full extent provided by this Article 18, the Indemnifying Party shall be entitled, at its option, to assume and control the defense defence of such claim, action, suit or proceeding liabilities, payments and obligations at its expense and through counsel of its choice provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party unless the Indemnifying Party provides such security to the Indemnified Party as shall be reasonably required by the Indemnified Party to secure, the loss to be indemnified hereunder to the extent so compromised or settled. 18.2.2. If the Indemnifying Party has exercised its rights under Article 18.2.1, the Indemnified Party shall not be entitled to settle or compromise any Claimclaim, including action suit or proceeding without the prior written consent of the Indemnifying Party (which consent shall not be unreasonable withheld or delayed). 18.2.3. If the Indemnifying Party exercises its rights under Article 18.2.1 then the Indemnified Party shall nevertheless have the right to employ its own counsel and such counsel any participate in such action, but the cost and expenses of such counsel shall be at the expense of such Indemnified Party, when and as incurred, unless: i. The employment of counsel by such party has been authorized in writing by the Indemnifying Party; or ii. The Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defence of such action; or iii. The Indemnifying Party shall not in fact have employed independent counsel reasonable satisfactory to the Indemnified Party and the payment of expenses related thereto, if (a) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then (i) the Indemnifying Party will not be liable for any settlement defence of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full action and unconditional release of shall have been so notified by the Indemnified Party; or iv. The Indemnified Party shall have reasonably concluded and (iii) specifically notified the Indemnifying Party either: v. That there may be specific defences available to it which are different from or additional to those available to the Indemnifying Party; or vi. That such claim, action, suit or proceeding involves or could have a Material Adverse Change upon it beyond the scope of this Agreement; 18.2.4. Provided that if clauses 1, 2 or 3 of Article 18.2 shall be applicable, counsel for the Indemnified Party may employ separate counsel and participate in shall have the defense thereof, but right to direct the Indemnified Party will be responsible for the fees and expenses defence of such counsel unless (A) the Indemnifying Party has failed to assume the defense of such Claim claim, action, suit or to employ counsel with respect thereto or (B) a conflict of interest exists between the interests proceeding on behalf of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees reasonable cost and expenses disbursements of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of the Indemnifying Party; provided that the Indemnified Party may not settle any such Claim without the consent of the Indemnifying Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's expense)shall constitute legal or other expenses hereunder.

Defense of Claims. 14.4.1 If any Indemnitee receives notice of the assertion of any Third Party Claim against such Indemnitee, with respect to which an Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of actual notice of such Third Party Claim; provided, however, that the failure of the Indemnitee to notify the Indemnifying Party during the required notification period shall only relieve the Indemnifying Party from its obligation to indemnify the Indemnitee pursuant to this Section 14 to the extent that Indemnifying Party is materially prejudiced by such failure (whether as a result of the forfeiture of substantive rights or defenses or otherwise); and provided, however, that the Indemnitee must, in any event, notify the Indemnifying Party prior to the Termination Date as required pursuant to Section 14.1 in order for such party to be indemnified. The Indemnifying Party may elect shall be entitled, upon written notice to the Indemnitee, to assume the investigation and control the defense of any Claim, including the employment of thereof with counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if (a) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and (b) the Claim does Indemnitee. Whether or not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume the investigation and control the defense of a any Third Party Claim, then (i) the Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) Indemnitee shall have the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not right to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and to participate in the investigation and defense thereof, but provided, however, that the Indemnified Party will be responsible for Indemnitee shall pay the fees and expenses disbursements of such separate counsel unless (Aa) the employment of such separate counsel has been specifically authorized in writing by the Indemnifying Party, (b) the Indemnifying Party has failed to assume the defense of such Third Party Claim or within a reasonable time after receipt of notice thereof with counsel reasonably satisfactory to employ counsel with respect thereto such Indemnitee, or (Bc) a conflict the named parties to the proceeding in which such claim, demand, action or cause of interest exists between action has been asserted include both the interests of the Indemnified Indemnifying Party and the Indemnifying Party that requires representation by separate counselIndemnitee and, in which case the fees and expenses reasonable judgment of counsel to such separate counsel will Indemnitee, there exists one or more defenses that may be paid by available to the Indemnitee that are in conflict with those available to the Indemnifying Party. If such conditions are not satisfiedNotwithstanding the foregoing, the Indemnifying Party shall not be liable for the fees and disbursements of more than one counsel for all Indemnified Party may assume and control Parties in connection with any one proceeding or any similar or related proceedings arising from the defense of same general allegations or circumstances. Without the Claim at the expense of the Indemnifying Party; provided that the Indemnified Party may not settle any such Claim without the prior written consent of the Indemnitee, the Indemnifying Party (will not enter into any settlement of any Third Party Claim that would lead to be unreasonably withheld) liability or create any financial or other obligation on the part of the Indemnitee unless such settlement includes a full and as an unconditional term thereof the release of the Indemnifying Party; and further provided that the Indemnifying Indemnitee from all liability in respect of such Third Party may participate in such defense (at the Indemnifying Party's expense)Claim.

Defense of Claims. (a) The Indemnifying Party may elect to assume and control the defense of any Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if if: (ai) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and Claim; (bii) the Claim does not seek to impose any material liability or obligation Liability on the Indemnified Party other than for money damages. ; and (iii) the Claim does not relate to the Indemnified Party’s relationship with any current customer or current employee. (b) If such the conditions of Section 7.5(a) are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then then: (i) the Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless unless: (A) the Indemnifying Party has failed to adequately assume and actively conduct the defense of such Claim or to employ counsel with respect thereto thereto; or (B) in the reasonable opinion of the Indemnified Party, a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the reasonable fees and expenses of such separate counsel will be paid by the Indemnifying Party. . (c) If such the conditions of Section 7.5(a) are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of exclusive right to defend, compromise, or settle such Claim, but the Indemnifying Party; Party will not be bound by any determination of a Claim so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld). (d) Each Indemnified Party shall use commercially reasonable efforts to, and shall cause its Affiliates to use commercially reasonable efforts to, provide the Indemnifying Party with such assistance (without charge) as may reasonably be requested by the Indemnifying Party in connection with any indemnification or defense provided that for herein, including, without limitation, providing the Indemnifying Party with such information, documents and records and reasonable access to the services of and consultations with such personnel of the Indemnified Party may not settle any such Claim without the consent of or its Affiliates as the Indemnifying Party shall deem necessary (provided that such access shall not to be unreasonably withheld) unless such settlement includes a full and unconditional release interfere with the performance of the Indemnifying Party; and further provided that the Indemnifying Party may participate in duties performed by or responsibilities of such defense (at the Indemnifying Party's expensepersonnel).

Defense of Claims. (a) The Indemnifying Party may elect to assume and control the defense of any Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if if: (ai) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and Claim; (bii) the Claim does not seek to impose any material liability or obligation Liability on the Indemnified Party other than for money damages. ; and (iii) the Claim does not relate to the Indemnified Party's relationship with any customer or employee. (b) If such the conditions of Section 10.4(a) are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then then: (i) the Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless unless: (A) the Indemnifying Party has failed to adequately assume and actively conduct the defense of such Claim or to employ counsel with respect thereto thereto; or (B) in the reasonable opinion of the Indemnified Party, a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. . (c) If such the conditions of Section 10.4(a) are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of the Indemnifying Party; provided that the Indemnified Party may not exclusive right to defend, compromise, or settle any such Claim without the consent of Claim, but the Indemnifying Party will not be bound by any determination of a Claim so defended or any compromise or settlement effected without its consent (which may not to be unreasonably withheld) unless such settlement includes a full ). The sole recourse and unconditional release remedy of the Indemnifying Party; Contributing Parties and further MG Colorado Holdings for any inaccuracy in or breach of, or any breach of any obligations with respect to, or any other claims with respect to, any representation or warranty or alleged representation or warranty by or on behalf of any other Contributing Party contained in or made pursuant to this Agreement or any other certificate, schedule, exhibit, instrument, or document delivered pursuant hereto or thereto, shall be under the provisions of and to the extent provided that in this Article X. Each of the Indemnifying Party may participate Contributing Parties and MG Colorado Holdings shall comply with this Article X and will not assert any such inaccuracy, breach or claim or seek any recourse or remedy in such defense (at respect thereof other than under the Indemnifying Party's expense).provisions of this Article X.

Defense of Claims. The Indemnifying Party may elect to assume and control the defense of any Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if (a) the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and ; (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages; and (c) the Claim does not relate to the Indemnified Party's relationship with its customers or employees. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then (i) the Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless so long as, and only so long as, such settlement includes a full an unconditional and unconditional release irrevocable agreement and commitment of the claimant (y) that the Indemnified PartyParty will be released from liability in respect of the Claim and (z) that such settlement does not require Buyer to take any action or refrain from taking any action or; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to adequately assume the defense of such Claim or to employ counsel with respect thereto or (B) the Indemnified Party reasonably concludes that a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying PartyParty or (C) the Indemnified Party concludes that the Indemnifying Party does not have the ability to discharge any obligations it may assume under any settlement of a Claim or that the discharge of the Indemnified Party from any liability with respect to a Claim is not effective or complete. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of Claim. If the Indemnifying Party; provided that Party assumes defense of a Claim, the Indemnified Party may not settle any such Claim without participate, in circumstances other than those described in clause (B) of the consent second preceding sentence at its own expense, in the defense of the Claim, although the Indemnifying Party (not to will be unreasonably withheld) unless such settlement includes a full and unconditional release in control of the Indemnifying Party; and further provided that defense of the Claim. If the Indemnifying Party does not assume control of the defense of the Claim, the Indemnified Party may participate conduct the defense of the Claim in such the manner it determines to be appropriate, including the right to effect any settlement of the Claim it may deem appropriate. Each party agrees to cooperate with the other party in the defense (at the Indemnifying Party's expense)of any Claim.

Defense of Claims. 14.4.1 If any Indemnitee receives notice of the assertion of any Third Party Claim against such Indemnitee, with respect to which an Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of actual notice of such Third Party Claim; provided, however, that the failure of the Indemnitee to notify the Indemnifying Party during the required notification period shall only relieve the Indemnifying Party from its obligation to indemnify the Indemnitee pursuant to this Section 14 to the extent that Indemnifying Party is materially prejudiced by such failure (whether as a result of the forfeiture of substantive rights or defenses or otherwise); and provided, however, that the Indemnitee must, in any event, notify the Indemnifying Party prior to the Termination Date as required pursuant to Section 14.1 in order for such party to be indemnified. The Indemnifying Party may elect shall be entitled, upon written notice to the Indemnitee, to assume the investigation and control the defense of any Claim, including the employment of thereof with counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if (a) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and (b) the Claim does Indemnitee. Whether or not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume the investigation and control the defense of a any Third Party Claim, then the Indemnitee shall have the right to employ separate counsel and to participate in the investigation and defense thereof, provided, however, that the Indemnitee shall pay the fees and disbursements of such separate counsel unless (i) the Indemnifying Party will not be liable for any settlement employment of such Claim effected without its consentseparate counsel has been specifically authorized in writing by the Indemnifying Party, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to assume the defense of such Third Party Claim or within a reasonable time after receipt of notice thereof with counsel reasonably satisfactory to employ counsel with respect thereto such Indemnitee, or (Biii) a conflict the named parties to the proceeding in which such claim, demand, action or cause of interest exists between action has been asserted include both the interests of the Indemnified Indemnifying Party and the Indemnifying Party that requires representation by separate counselIndemnitee and, in which case the fees and expenses reasonable judgment of counsel to such separate counsel will Indemnitee, there exists one or more defenses or claims that may be paid by available to the Indemnitee that are in conflict with those available to the Indemnifying Party. If such conditions are not satisfiedNotwithstanding the foregoing, the Indemnifying Party shall not be liable for the fees and disbursements of more than one counsel for all Indemnified Party may assume and control Parties in connection with any one proceeding or any similar or related proceedings arising from the defense of same general allegations or circumstances. Without the Claim at the expense of the Indemnifying Party; provided that the Indemnified Party may not settle any such Claim without the prior written consent of the Indemnitee, the Indemnifying Party (will not enter into any settlement of any Third Party Claim that would lead to be unreasonably withheld) liability or create any financial or other obligation on the part of the Indemnitee unless such settlement includes a full and as an unconditional term thereof the release of the Indemnifying Party; and further provided that Indemnitee from all liability in respect of such Third Party Claim. 14.4.2 Any Direct Claim will be asserted by giving the Indemnifying Party may participate reasonably prompt written notice thereof, but in such defense any event not later than thirty (at the Indemnifying Party's expense).30) calendar days after the

Defense of Claims. (a) The Indemnifying Party may elect to assume and control the defense of any Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if if: (ai) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and Claim; (bii) the Claim does not seek to impose any material liability or obligation Liability on the Indemnified Party other than for money damages. ; and (iii) the Claim does not relate to the Indemnified Party’s relationship with any client, vendor or employee. (b) If such the conditions of Section 7.6(a) are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then then: (i) except as provided in Section 7.6(b)(ii), the Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party only if (not to be unreasonably withheldA) unless such settlement includes all monetary damages payable in respect of the Claim are paid by the Indemnifying Party; (B) the Indemnified Party receives a full full, complete and unconditional release in respect of the Claim without any admission or finding of obligation, liability, fault or guilt (criminal or otherwise) with respect to the Claim; and (C) no injunctive, extraordinary, equitable or other relief of any kind is imposed on the Indemnified PartyParty or any of its Affiliates; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless unless: (A) the Indemnifying Party has failed to adequately assume and actively conduct the defense of such Claim or to employ counsel with respect thereto thereto; or (B) in the reasonable opinion of the Indemnified Party, a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. . (c) If such the conditions of Section 7.6(a) are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of exclusive right to defend, compromise or settle such Claim, but the Indemnifying PartyParty will not be bound by any determination of a Claim so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld); provided provided, that the Indemnified Party may will not settle be required to obtain any such Claim without the consent of the Indemnifying Party to the determination of such Claim (and will not prejudice its right to be unreasonably withheldindemnified with respect to such Claim by settling such Claim) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that if the Indemnifying Party may participate is asserting that it has no obligation to indemnify the Indemnified Party in respect of such defense (at the Indemnifying Party's expense)claim.

Defense of Claims. The Indemnifying Party may elect to assume and control the defense of any Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if (a) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then (i) the Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to assume the defense of such Claim or to employ counsel with respect thereto or (B) a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of the Indemnifying Party; provided that the Indemnified Party may not settle any such Claim without the consent of the Indemnifying Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may is given a reasonable opportunity to participate in such defense (at the Indemnifying Party's expense).

Defense of Claims. The In connection with any claim that may give rise to indemnity under this ARTICLE X resulting from or arising out of any action, suit, proceeding or arbitration against an Indemnitee by a Person that is not a party hereto (a "Third Party Claim"), the Indemnifying Party may elect (through the Representative if the Sellers are the Indemnifying Party) shall be entitled to participate, at its sole expense, in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party. If the Indemnifying Party assumes such defense, 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 Indemnifying Party, it being understood that the Indemnifying Party shall control such defense; provided, however, that the Indemnitee shall be entitled to participate in such defense with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party to participate or (ii) in the reasonable opinion of counsel to the Indemnitee, a conflict or potential conflict exists between the Indemnitee and the Indemnifying Party that would make such representation advisable; provided further, that the Indemnifying Party shall not be required to pay for more than one such counsel for all Indemnitees in connection with any Third Party Claim. If the Indemnitee participates in the defense of any Third Party Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if (a) then the Indemnifying Party acknowledges its obligation to indemnify shall reimburse the Indemnified Indemnitee for the expenses of defending such Third Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party upon submission of its financial ability to satisfy such obligation, and (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damagesperiodic bills. If such conditions are satisfied and the The Indemnifying Party elects to assume and control the defense of a Claim, then (i) the Indemnifying Party will not shall be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) employed by the Indemnitee for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnitee shall have failed to assume give notice of the Third Party Claim as provided above). The Parties agree to cooperate fully with each other in the defense or prosecution of any Third Party Claim. Whether or not the Indemnifying Party assumes the defense of such Claim or to employ counsel a Third Party Claim, no Indemnitee shall admit any liability with respect thereto to, or (B) a conflict of interest exists between the interests of the Indemnified settle, compromise or discharge, such Third Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by Claim without the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld). If such conditions are not satisfied, the Indemnified The Indemnifying Party may assume and control the defense of the Claim at the expense of the Indemnifying Party; provided that the Indemnified Party may not settle any such Claim without shall obtain the consent of the Indemnifying Party any affected Indemnitee (which consent shall not to be unreasonably withheld) unless before entering into any settlement, adjustment or compromise of such claims or ceasing to defend against such claims, if as a result thereof, or pursuant thereto, (i) there would be imposed on such Indemnitee any material liability or obligation not covered by the Escrow Amount (including, without limitation, any injunctive relief or other similar remedy), or (ii) in the case of a settlement includes of a full and unconditional release claim arising by virtue of a breach of any representation or warranty in Section 4.11, settlement of such claim would result in adverse tax consequences to the Indemnifying Party; and further provided that Surviving Corporation in taxable periods subsequent to the Closing Date. If the Indemnifying Party may participate in fails to defend or if, after commencing or undertaking any such defense, the Indemnifying Party fails to prosecute or withdraws from such defense, the Indemnitee shall have the right to undertake the defense (or settlement thereof, at the Indemnifying Party's expense). In connection with any Third Party Claim, the Indemnitee or the Indemnifying Party, if it has assumed the defense of such claim pursuant to this Section 10.04, shall diligently pursue the defense of such Third Party Claim.

Defense of Claims. The Each party entitled to indemnification under this Section 7 (the “Indemnified Party”) will give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after the Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and will permit the Indemnifying Party may elect to assume the defense of the claim or litigation resulting from it, if counsel for the Indemnifying Party, who will conduct the defense of the claim or litigation, will be approved by the Indemnified Party (whose approval will not unreasonably be withheld), and control the Indemnified Party may participate in the defense at that party’s expense; if the Indemnifying Party will pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by the counsel in such proceeding, and on the condition that the failure of any Indemnified Party to give notice under this Section 7 will not relieve the Indemnifying Party of its obligations under this Section 7 unless the failure to give notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any Claimsuch claim or litigation will, including except with the employment consent of counsel reasonably satisfactory each Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term the Indemnified Party and giving by the payment of expenses related thereto, if (a) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence claimant or plaintiff to the Indemnified Party of its financial ability a release from all liability in respect to satisfy such obligation, and (b) the Claim does not seek to impose any material liability claim or obligation on the Indemnified Party other than for money damageslitigation. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then (i) the No Indemnifying Party will not be liable required to indemnify any Indemnified Party for any settlement of such Claim effected entered into without its consent, the Indemnifying Party’s prior consent (which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to assume the defense of such Claim or to employ counsel with respect thereto or (B) a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of the Indemnifying Party; provided that the Indemnified Party may not settle any such Claim without the consent of the Indemnifying Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's expense).

Defense of Claims. 32.4.1 The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such Party in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, and reasonable costs and expenses thereof shall be indemnified by the Indemnifying Party. If the Indemnifying Party may elect acknowledges in writing its obligation to indemnify the Indemnified Party in respect of loss to the full extent provided by this Article32, the Indemnifying Party shall be entitled, at its option, to assume and control the defense of any Claimsuch claim, including action, suit or proceeding, liabilities, payments and obligations at its expense and through the employment counsel of counsel reasonably satisfactory its choice; provided it gives prompt notice of its intention to do so to the Indemnified Party and the payment of expenses related thereto, if (a) the Indemnifying Party acknowledges its obligation to indemnify reimburses the Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party prior to the assumption by the Indemnifying Party of such defense. The Indemnifying Party shall not be entitled to settle or compromise any Losses resulting from claim, demand, action, suit or proceeding without the prior written consent of the Indemnified Party, unless the Indemnifying Party provides such Claim and provides reasonable evidence security to the Indemnified Party of its financial ability to satisfy such obligation, and (b) the Claim does not seek to impose any material liability or obligation on as shall be reasonably required by the Indemnified Party other than for money damages. to secure the loss to be indemnified hereunder to the extent so compromised or settled. 32.4.2 If such conditions are satisfied and the Indemnifying Party elects has exercised its rights under Article32.3, the Indemnified Party shall not be entitled to assume and control settle or compromise any claim, action, suit or proceeding without the defense prior written consent of a Claim, then (i) the Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, (which consent will shall not be unreasonably withheld; (ii) withheld or delayed). 32.4.3 If the Indemnifying Party may not settle such Claim without the consent of exercises its rights under Article32.3, the Indemnified Party (not shall nevertheless have the right to be unreasonably withheld) unless employ its own counsel, and such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party counsel may employ separate counsel and participate in the defense thereofsuch action, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless shall be at the expense of the Indemnified Party, when and as incurred, unless: (Aa) The employment of counsel by such party has been authorized in writing by the Indemnifying Party; (b) The Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party has failed and the Indemnified Party in the conduct of the defense of such action; (c) The Indemnifying Party shall not, in fact, have employed independent counsel reasonably satisfactory to the Indemnified Party, to assume the defense of such Claim or to employ counsel with respect thereto or (B) a conflict of interest exists between the interests of action and shall have been so notified by the Indemnified Party; or (d) The Indemnified Party shall have reasonably concluded and specifically notified the Indemnifying Party either: (i) that requires representation by separate counsel, in there may be specific defenses available to it which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of different from or additional to those available to the Indemnifying Party; provided or (ii) that such claim, action, suit or proceeding involves or could have a material adverse effect upon it beyond the scope of this Agreement: Provided that if Sub-Articles (b), (c) or (d) of this Article32.4.3 shall be applicable, the counsel for the Indemnified Party may not settle any shall have the right to direct the defense of such Claim without the consent claim, demand, action, suit or proceeding on behalf of the Indemnifying Party (not to be unreasonably withheld) unless Indemnified Party, and the reasonable fees and disbursements of such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's expense)counsel shall constitute legal or other expenses hereunder.

Defense of Claims. The If, within ten (10) days after giving a Notice of Claim regarding a Claim to the Indemnifying Party may elect pursuant to Section 16.2(a), the Indemnified Party receives Notice from the Indemnifying Party that the Indemnifying Party has elected to assume and control the defense of any such Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if (a) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, and (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then (i) the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof; provided, however, that if the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Claim within ten (10) days after receiving Notice from the Indemnified Party that the Indemnified Party believes the Indemnifying Party has failed to take such steps, or if the Indemnifying Party has not undertaken fully to indemnify the Indemnified Party in respect of all Indemnifiable Losses relating to the matter, the Indemnified Party may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses, including attorneys’ fees, paid or incurred in connection therewith. Without the prior written consent of the Indemnified Party, the Indemnifying Party will not enter into any settlement of such any Claim effected without its consentwhich‌ would lead to liability or create any financial or other obligation on the part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder; provided, which consent will not be unreasonably withheld; (ii) however, that the Indemnifying Party may not settle such Claim accept any settlement without the consent of the Indemnified Party (not to be unreasonably withheld) unless if such settlement includes provides a full and unconditional release of the Indemnified Party; and (iii) to the Indemnified Party may employ separate counsel and participate in the defense thereof, but no requirement that the Indemnified Party will be responsible for acknowledge fault or culpability. If a firm offer is made to settle a Claim without leading to liability or the fees and expenses creation of such counsel unless (A) a financial or other obligation on the Indemnifying Party has failed to assume the defense of such Claim or to employ counsel with respect thereto or (B) a conflict of interest exists between the interests part of the Indemnified Party for which the Indemnified Party is not entitled to indemnification hereunder and the Indemnifying Party desires to accept and agrees to such offer, the Indemnifying Party will give Notice to the Indemnified Party to that requires representation by separate counsel, in which case effect. If the fees and expenses Indemnified Party fails to consent to such firm offer within ten (10) calendar days after its receipt of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfiedNotice, the Indemnified Party may assume and control the defense of the Claim at the expense of the Indemnifying Party; provided that the Indemnified Party may not settle any continue to contest or defend such Claim without and, in such event, the consent maximum liability of the Indemnifying Party (not to such Claim will be unreasonably withheld) unless the amount of such settlement includes a full offer, plus reasonable costs and unconditional release expenses paid or incurred by the Indemnified Party up to the date of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's expense)Notice.

Defense of Claims. (a) The Indemnifying Party may elect to assume and control the defense of any Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if if: (ai) the Indemnifying Party acknowledges its obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation, Claim; and (bii) the Claim does not seek to impose any material liability or obligation Liability on the Indemnified Party other than for money damages. . (b) If such the conditions of Section 8.5(a) are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then then: (i) the Indemnifying Party will not be liable for any settlement of such Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party only if (not to be unreasonably withheldA) unless such settlement includes all monetary damages payable in respect of the Claim are paid by the Indemnifying Party, (B) the Indemnified Party receives a full full, complete and unconditional release in respect of the Claim without any admission or finding of obligation, liability, fault or guilt (criminal or otherwise) with respect to the Claim, and (C) no injunctive, extraordinary, equitable or other relief of any kind is imposed on the Indemnified Party or any of its Affiliates; (iii) the Indemnifying Party may otherwise settle such Claim only with the consent of the Indemnified Party, which consent will not unreasonably be withheld or delayed; and (iiiiv) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless unless: (A1) the Indemnifying Party has failed to adequately assume and actively conduct the defense of such Claim or to employ counsel with respect thereto thereto; or (B2) in the reasonable opinion of the Indemnified Party, a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. . (c) If such the conditions of Section 8.5(a) are not satisfied, the Indemnified Party may assume and control the defense of the Claim at the expense of exclusive right to defend, compromise or settle such Claim, but the Indemnifying PartyParty will not be bound by any determination of a Claim so defended or any compromise or settlement effected without its consent (which may not be unreasonably withheld); provided provided, that the Indemnified Party may will not settle be required to obtain any such Claim without the consent of the Indemnifying Party to the determination of such Claim (and will not prejudice its right to be unreasonably withheldindemnified with respect to such Claim by settling such Claim) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that if the Indemnifying Party may participate is asserting that it has no obligation to indemnify the Indemnified Party in respect of such defense (at the Indemnifying Party's expense)claim.

Defense of Claims. The Indemnifying Party may elect (a) An Indemnitor will have the right to assume and control the defense of any defend against an Indemnification Claim, including the employment with counsel of counsel its choice reasonably satisfactory to the Indemnified Party and the payment of expenses related theretoParty, if (ai) within fifteen (15) days following the Indemnifying receipt of notice of the Indemnification Claim the Indemnitor notifies the Indemnified Party acknowledges its obligation to in writing that the Indemnitor will indemnify the Indemnified Party for any Losses from and against damages the Indemnified Party may suffer resulting from such Claim and from, relating to, arising out of, or attributable to the Indemnification Claim, (ii) the Indemnitor provides reasonable the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnitor will have the financial resources to defend against the Indemnification Claim and pay, in cash, all damages the Indemnified Party may suffer resulting from, relating to, arising out of, or attributable to the Indemnification Claim, (iii) the Indemnification Claim involves only money damages and does not seek an injunction or other equitable relief, (iv) settlement of, or an adverse judgment with respect to, the Indemnification Claim is not in the good faith judgment of its financial ability the Indemnified Party likely to satisfy such obligationestablish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (bv) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume and control Indemnitor continuously conducts the defense of a Claimthe Indemnification Claim actively and diligently. (b) So long as the Indemnitor is conducting the defense of the Indemnification Claim in accordance with Section 17.4, then (i) the Indemnifying Indemnified Party will not be liable for any settlement may retain separate co-counsel at its sole cost and expense and participate in the defense of such Claim effected without its consentthe Indemnification Claim, which consent will not be unreasonably withheld; (ii) the Indemnifying Indemnified Party may will not settle such consent to the entry of any order with respect to the Indemnification Claim without the prior written consent of the Indemnitor (not to be withheld unreasonably), and (iii) the Indemnitor will not consent to the entry of any order with respect to the Indemnification Claim without the prior written consent of the Indemnified Party (not to be unreasonably withheldwithheld or delayed, provided that it will not be deemed to be unreasonable for an Indemnified Party to withhold its consent with respect to any finding or admission (A) unless such settlement includes a full and unconditional release of any breach of any law, order or permit, (B) of any violation of the rights of any person, or (C) which Indemnified Party; and (iii) Party believes could have a material adverse effect on any other actions to which the Indemnified Party may employ separate counsel and participate in the defense thereof, but the or its Affiliates are party or to which Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to assume the defense of such Claim or to employ counsel with respect thereto or (B) a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party. If such conditions are not satisfied, the Indemnified Party good faith belief it may assume and control the defense of the Claim at the expense of the Indemnifying Party; provided that the Indemnified Party may not settle any such Claim without the consent of the Indemnifying Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnifying Party; and further provided that the Indemnifying Party may participate in such defense (at the Indemnifying Party's expense)become party.