Common use of Defense of Proceedings Clause in Contracts

Defense of Proceedings. The Company will be entitled to participate, at its own expense, in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has notice, and the Company will be entitled to assume the defense of the Indemnified Parties therein, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled to assume the defense of the Indemnified Parties in any Proceeding if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnified Parties with respect to such Proceeding. The Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of separate counsel by the Indemnitee (and the Company’s payment of the expenses of such counsel) has been authorized by the Company; (ii) there may be one or more defenses or claims available to the Indemnitee that are different from or additional to those available to the Company; (iii) Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnified Parties with respect to such Proceeding or (iv) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding after being provided notice thereof, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence; it being understood that in the case of any of the foregoing clauses (i), (ii) or (iii) the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this Agreement.

Defense of Proceedings. The Company will IHM shall be entitled to participate, participate in the defense of any Proceeding at its own expenseexpense and, in any Proceeding which except as otherwise provided below, to the extent IHM so wishes, it may be subject to indemnification or advancement of Expenses covered hereunder of which it has notice, and the Company will be entitled to assume the defense of the Indemnified Parties therein, thereof with counsel reasonably satisfactory to Indemnitee. After notice from IHM to Indemnitee of its election to assume the complete defense of any such Proceeding, IHM shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of such Proceeding other than as otherwise provided below. Indemnitee shall have the right to employ its own legal counsel in such Proceeding as to which IHM has assumed the complete defense, but all Expenses related to such counsel incurred after notice from IHM of its assumption of the defense shall be at Indemnitee’s own expense; provided, however, that the Company shall not be entitled to assume the defense if (i) Indemnitee’s employment of the Indemnified Parties in any Proceeding if the its own legal counsel has been authorized by IHM, (ii) Indemnitee has reasonably concluded determined that there may be a conflict of interest between Indemnitee and IHM in the Company and the Indemnified Parties with respect to such Proceeding. The Indemnitee shall have the right to employ his own counsel in any defense of such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of separate counsel by the Indemnitee (and the Company’s payment of the expenses of such counsel) has been authorized by the Company; (ii) there may be one or more defenses or claims available to the Indemnitee that are different from or additional to those available to the Company; (iii) the use of counsel chosen by IHM to represent the Indemnitee has reasonably concluded that there may be a would present such counsel with an actual or potential conflict of interest between the Company and the Indemnified Parties with respect to such Proceeding or interest, (iv) after a Change in Control, Indemnitee’s employment of its own counsel has been approved by the Company Independent Counsel, (v) IHM shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding after being provided notice thereofor (vi) Indemnitee may have defenses not available to IHM, such then Indemnitee shall be entitled to retain its own separate counsel shall (but not more than one law firm plus, if applicable, local counsel in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence; it being understood that in the case respect of any of the foregoing clauses (i), (iisuch Proceeding) or (iii) the fees and expenses of the Indemnitee’s all Expenses related to such separate counsel shall be advanced borne by the Company in accordance with this AgreementIHM.

Defense of Proceedings. The Company will shall be entitled to participate, participate in the defense of any Proceeding at its own expenseexpense and, in any Proceeding which may be subject except as otherwise provided below, to indemnification or advancement of Expenses covered hereunder of which it has notice, and the extent the Company will be entitled so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of the Indemnified Parties thereinany such Proceeding, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled liable to assume the Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee's defense of the Indemnified Parties in any such Proceeding if the Indemnitee has reasonably concluded that there may be other than reasonable costs of investigation, serving as a conflict of interest between the Company and the Indemnified Parties with respect to such Proceedingwitness or as otherwise provided below. The Indemnitee shall have the right to employ his its own legal counsel in any such Proceeding, but the fees and expenses of all Expenses related to such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless Indemnitee's own expense; provided, however, that if (i) the Indemnitee's employment of separate its own legal counsel by the Indemnitee (and the Company’s payment of the expenses of such counsel) has been authorized by the Company; , (ii) there may be one or more defenses or claims available to the Indemnitee that are different from or additional to those available to the Company; (iii) Indemnitee has reasonably concluded determined that there may be a conflict of interest between Indemnitee and the Company and in the Indemnified Parties with respect to defense of such Proceeding Claim, (iii) after a Change in Control, Indemnitee's employment of its own counsel has been approved by the Independent Counsel or (iv) the Company shall not in fact have employed counsel to assume the defense of the such Claim, then Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in such Proceeding after being provided notice thereof, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence; it being understood that in the case respect of any of the foregoing clauses (i), (iisuch Claim) or (iii) the fees and expenses of the Indemnitee’s all Expenses related to such separate counsel shall be advanced borne by the Company in accordance with this AgreementCompany.

Defense of Proceedings. The Company will be entitled to participateIndemnified Party shall permit the Indemnifying Party, at its own the Indemnifying Party’s option and expense, in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has notice, and the Company will be entitled to assume the defense of the Indemnified Parties therein, any Claim based on any Proceeding by any third party with counsel reasonably satisfactory to the IndemniteeIndemnified Party; provided, however, that the Company Indemnifying Party provides written notice to the Indemnified 51 US-DOCS\137120358.19 CAN_DMS: \149532846\17 Party of its election to assume the defense of such Claim within thirty (30) days of receiving written notice of such Claim from the Indemnified Party pursuant to Section 8.5; provided, further, that the Indemnifying Party shall not be entitled to assume the defense of such Claim if (a) the Claim relates to any criminal or quasi-criminal matter or seeks injunctive or other equitable relief that the Indemnified Parties in Party reasonably determines, after conferring with its outside counsel, cannot be separated from any Proceeding related claim for money damages, provided that if any portion of the Indemnitee has reasonably concluded that there may claim can be a conflict of interest between the Company and the Indemnified Parties with respect to such Proceeding. The Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice so separated from the Company of its assumption of related claim for money damages, the defense thereof Indemnifying Party shall be at the expense of the Indemnitee unless (i) the employment of separate counsel by the Indemnitee (and the Company’s payment of the expenses of such counsel) has been authorized by the Company; (ii) there may be one or more defenses or claims available to the Indemnitee that are different from or additional to those available to the Company; (iii) Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnified Parties with respect to such Proceeding or (iv) the Company shall not in fact have employed counsel entitled to assume the defense of the Indemnitee portion relating to money damages, (b) the Claim relates to Tax matters and the Indemnifying Party is reasonably expected to bear no greater than fifty percent (50%) of all Losses incurred in connection with such Proceeding after being provided notice thereofClaim (and, such counsel provided, further, that the Parties shall reasonably cooperate to separate matters that are the subject of indemnification hereunder and any Losses in connection with which will be borne by the Indemnifying Party (which may be subject to the control of the Indemnifying Party subject to the terms of this Agreement) and matters that are not in fact have assumed such defense or such counsel subject to indemnification hereunder (which shall not be actingsubject to the control of the Indemnifying Party)) or (c) the Indemnified Party shall have reasonably concluded, after conferring with its outside counsel, that an actual or potential conflict of interest exists between the Indemnifying Party or any of its Affiliates, on the one hand, and the Indemnified Party, on the other hand, that would make separate representation advisable. Notwithstanding the foregoing, the Indemnifying Party shall not, in connection therewith, with reasonable diligence; it being understood that in the case defense of any such Proceeding, except with the prior written consent of the foregoing clauses Indemnified Party (which consent will not be unreasonably withheld, delayed or conditioned), consent to the entry of any Order or enter into any settlement which (x) provides for any relief other than the payment of monetary damages that are subject to indemnification hereunder, or (y) does not include as an unconditional term thereof the giving by the third-party claimant to the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Proceeding, (A) the Indemnifying Party shall be liable to the Indemnified Party only for such legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party (provided, however, for the avoidance of doubt, that the Indemnifying Party shall pay as incurred the fees and expenses of separate counsel for the Indemnified Party if (i), ) the use of counsel chosen by the Indemnifying Party to represent both the Indemnifying Party and such Indemnified Party would present such counsel with an actual or potential conflict of interest; (ii) the Indemnified Party has not engaged reasonably satisfactory counsel to represent the Indemnified Party within a reasonable time after notice of the institution of such Proceeding; or (iii) the fees and expenses Indemnified Party has, by written instruction to the Indemnified Party, authorized the Indemnified Party to engage separate counsel at the expense of the Indemnitee’s Indemnifying Party), (B) the Indemnified Party may hire separate counsel at its own expense and may participate in the defense of such Proceeding and shall be advanced reasonably cooperate in such defense, but shall have no right to control such defense and (C) the Indemnifying Party shall keep the Indemnified Party reasonably advised of the status of such Proceeding and the defense thereof and shall consider in good faith recommendations made by the Company Indemnified Party with respect thereto. As to those third-party Proceedings with respect to which the Indemnifying Party does not elect, or is not entitled, to assume control of the defense, the Indemnified Party will afford the Indemnifying Party an opportunity to participate in accordance such defense, at its own cost and expense, and will consult with this Agreement.the Indemnifying Party prior to settling or otherwise disposing of any of the same. The Indemnified Party will not settle any Claim without the prior written consent of the Indemnifying Party (which consent will not be unreasonably withheld, delayed or

Defense of Proceedings. The Company will shall be entitled to participate, participate in the defense of any Proceeding at its own expenseexpense and, in any Proceeding which may be subject except as otherwise provided below, to indemnification or advancement of Expenses covered hereunder of which it has notice, and the extent the Company will be entitled so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of the Indemnified Parties thereinany such Proceeding, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled liable to assume the Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee's defense of the Indemnified Parties in any such Proceeding if the Indemnitee has reasonably concluded that there may be other than reasonable costs of investigation, serving as a conflict of interest between the Company and the Indemnified Parties with respect to such Proceedingwitness or as otherwise provided below. The Indemnitee shall have the right to employ his its own legal counsel in any such Proceeding, but the fees and expenses of all Expenses related to such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless Indemnitee's own expense; provided, however, that if (i) the Indemnitee's employment of separate its own legal counsel by the Indemnitee (and the Company’s payment of the expenses of such counsel) has been authorized by the Company; , (ii) there may be one or more defenses or claims available to the Indemnitee that are different from or additional to those available to the Company; (iii) Indemnitee has reasonably concluded determined that there may be a conflict of interest between Indemnitee and the Company and in the Indemnified Parties with respect to defense of such Proceeding Claim, (iii) after a Change in Control, Indemnitee's employment of its own counsel has been approved by the Independent Counsel or (iv) the Company shall not in fact have employed counsel to assume the defense of the such Claim, then Indemnitee shall be entitled LA:326232-v2 to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in such Proceeding after being provided notice thereof, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence; it being understood that in the case respect of any of the foregoing clauses (i), (iisuch Claim) or (iii) the fees and expenses of the Indemnitee’s all Expenses related to such separate counsel shall be advanced borne by the Company in accordance with this AgreementCompany.

Defense of Proceedings. The In the event the Company will shall be obligated to pay the Expenses of any Proceeding pursuant to this Agreement, the Company shall be entitled to participateparticipate in the defense of such proceeding with counsel of its choosing. In the alternative, at its own expense, in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has notice, and the Company will be entitled to may assume the defense of the Indemnified Parties thereinsuch action, suit or proceeding, with counsel approved by the Company and reasonably satisfactory acceptable to the Indemnitee; provided, howeverupon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, that approval of such counsel by the Company shall and the retention of such counsel by the Company, the Company will not be entitled liable to assume the defense Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnified Parties Indemnitee with respect to the same action, suit or proceeding, provided that: (i) the Indemnitee shall have the right to employ his or her counsel in any Proceeding such action, suit or proceeding at the Indemnitee’s expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized by the Company, (b) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnified Parties with respect to such Proceeding. The Indemnitee shall have in the right to employ his own counsel in any such Proceeding, but the fees and expenses conduct of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of separate counsel by the Indemnitee (and the Company’s payment of the expenses of such counsel) has been authorized by the Company; (ii) there may be one or more defenses or claims available to the Indemnitee that are different from or additional to those available to the Company; (iii) Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnified Parties with respect to such Proceeding defense, or (ivc) the Company shall not not, in fact fact, have employed counsel to assume the defense of such Proceeding, the Indemnitee in such Proceeding after being provided notice thereof, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence; it being understood that in the case of any of the foregoing clauses (i), (ii) or (iii) the fees and expenses Expenses of the Indemnitee’s counsel shall be advanced by at the expense of the Company. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending Proceeding to which the Indemnitee is, or could have been, a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such Proceeding and an acknowledgment that Indemnitee denies all wrongdoing in connection with such matters. Neither the Company nor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided, however, that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee and an acknowledgment that Indemnitee denies all wrongdoing in accordance connection with this Agreementsuch matters.

Defense of Proceedings. The Company will shall be entitled to participateparticipate in the defense of any Proceeding or any claim, issue or matter therein at its own expenseexpense and, in any Proceeding which may be subject except as otherwise provided below, to indemnification or advancement of Expenses covered hereunder of which it has notice, and the extent the Company will be entitled so wishes, it may assume the defense thereof with counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense of the Indemnified Parties any such Proceeding or any claim, issue or matter therein, with counsel reasonably satisfactory to the Indemnitee; provided, however, that the Company shall not be entitled liable to assume the Indemnitee under this Agreement or otherwise for any Expenses subsequently directly incurred by Indemnitee in connection with Indemnitee’s defense of the Indemnified Parties in such Proceeding or any Proceeding if the Indemnitee has reasonably concluded that there may be a conflict claim, issue or matter therein other than reasonable costs of interest between the Company and the Indemnified Parties with respect to such Proceedinginvestigation or as otherwise provided below. The Indemnitee shall have the right to employ his its own legal counsel in any such Proceeding, but the fees and expenses of all Expenses related to such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless Indemnitee’s own expense; provided, however, that if (i) the Indemnitee’s employment of separate its own legal counsel by the Indemnitee (and the Company’s payment of the expenses of such counsel) has been authorized by the Company; , (ii) there may be one or more defenses or claims available to the Indemnitee that are different from or additional to those available to the Company; (iii) Indemnitee has reasonably concluded determined that there may be a conflict of interest between Indemnitee and the Company and in the Indemnified Parties defense of such Proceeding, (iii) after a Change in Control, Indemnitee’s employment of its own counsel has been approved by the Independent Counsel in accordance with respect to such Proceeding the procedures set forth in Section 8 or (iv) the Company shall not in fact have employed counsel to assume the defense of the such Proceeding, then Indemnitee shall be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in such Proceeding after being provided notice thereof, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence; it being understood that in the case respect of any of the foregoing clauses (i), (iisuch Proceeding) or (iii) the fees and expenses of the Indemnitee’s all Expenses related to such separate counsel shall be advanced borne by the Company in accordance with this AgreementCompany.

Defense of Proceedings. The Company will In case any Sponsor Indemnified Proceeding shall be brought against any Indemnified Person and it shall notify Anadarko of the commencement thereof, Anadarko shall be entitled to participate, at its own expense, in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has noticeparticipate in, and the Company will be entitled to assume the defense of the of, such Sponsor Indemnified Parties therein, Proceeding with counsel reasonably satisfactory to the Indemnitee; providedsuch Indemnified Person, however, that the Company shall not be entitled and after notice from Anadarko to such Indemnified Person of Anadarko’s election so to assume the defense of the Indemnified Parties in any Proceeding if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company thereof and the failure by such Indemnified Parties with respect Person to object to such counsel within ten (10) Business Days following its receipt of such notice, Anadarko shall not be liable to such Indemnified Person for legal or other expenses incurred after such notice of election to assume such defense except as provided below and except for the reasonable costs of investigating, monitoring or cooperating in such defense subsequently incurred by such Indemnified Person reasonably necessary, in connection with the defense thereof; provided that without the prior written consent of such Indemnified Person, Anadarko shall not settle or compromise, or consent to the entry of any judgment in, any pending or threatened Sponsor Indemnified Proceeding, unless such settlement, compromise or consent or related judgment includes an unconditional release of such Indemnified Person from all liability for Expenses arising out of such claim, action, investigation, suit or other legal proceeding. The Indemnitee No Indemnified Person shall settle or compromise, or consent to the entry of any judgment in, any pending or threatened Sponsor Indemnified Proceeding in respect of which any payment would result hereunder or under the other Transaction Agreements without the prior written consent of Anadarko, such consent not to be unreasonably withheld or delayed. Such Indemnified Person shall have the right to employ his own its separate counsel in any such Sponsor Indemnified Proceeding, but in which case the fees and expenses of counsel for such counsel incurred after notice from the Company of its assumption of the defense thereof Indemnified Person shall be at the expense of the Indemnitee Indemnified Person unless (i) the employment of separate counsel by the Indemnitee (Anadarko and the Company’s Indemnified Person shall have mutually agreed to the retention of such counsel and the payment of the fees and expenses of such counsel) has been authorized thereof by the Company; Anadarko, (ii) the use of counsel chosen by Anadarko to represent the Indemnified Person would present such counsel with a conflict of interest, (iii) the actual or potential parties to any Sponsor Indemnified Proceeding (including any impleaded parties) include both Anadarko and an Indemnified Party and the Indemnified Party shall have reasonably concluded that there may be one or more legal defenses or claims available to the Indemnitee that it which are different from or additional to those available to the Company; (iii) Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnified Parties with respect to such Proceeding Anadarko, or (iv) the Company Anadarko shall not in fact have employed failed to retain satisfactory counsel to assume the defense of the Indemnitee in such Proceeding after being as provided notice thereof, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence; it being understood that in the case of any of the foregoing clauses (i), (ii) or (iii) the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this Agreementherein.

Defense of Proceedings. The Company will be entitled to participate, at its own expense, participate in the defense of any Proceeding which that may be subject to indemnification hereunder or advancement of Expenses covered hereunder of which it has notice, and the Company will be entitled to assume the defense of the Indemnified Parties therein, thereof with counsel reasonably satisfactory to the Indemnitee; provided, however, provided that in the event that (a) the use of counsel chosen by the Company shall not be entitled to assume represent Indemnitee would present such counsel with an actual or potential conflict, (b) the defense of the Indemnified Parties named parties in any such Proceeding if the Indemnitee has reasonably concluded that there may be a conflict of interest between (including any impleaded parties) include both the Company and the Indemnified Parties with respect to such Proceeding. The Indemnitee and Indemnitee shall have the right to employ his own counsel in any such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of separate counsel by the Indemnitee (and the Company’s payment of the expenses of such counsel) has been authorized by the Company; (ii) reasonably conclude that there may be one or more legal defenses or claims available to the Indemnitee him or her that are different from or additional in addition to those available to the Company; , or (iiic) any representation of Indemnitee has reasonably concluded that there may be a conflict of interest between by the same counsel as the Company and would be precluded under the Indemnified Parties with applicable standards of professional conduct then prevailing, then Indemnitee shall be entitled to retain separate counsel (but not more than one law firm plus, if applicable, local counsel in respect to such Proceeding or (iv) the Company shall not in fact have employed counsel to assume the defense of the Indemnitee in such Proceeding after being provided notice thereof, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence; it being understood that in the case of any particular claim) at the Company’s expense. The Company will not, without the prior written consent of the foregoing clauses Indemnitee, effect any settlement of any threatened or pending Proceeding which Indemnitee is or could have been a party, unless such settlement (x) does not include (i)) any admission of fault or wrongdoing on the part of Indemnitee, (ii) any non-monetary remedy affecting or obligating Indemnitee, or (iii) any monetary loss for which Indemnitee is not indemnified hereunder; and (y) solely involves the fees payment of money and expenses includes an unconditional release of Indemnitee from any and all liability on any matters that are the Indemnitee’s counsel shall be advanced by the Company in accordance with this Agreementsubject matter of such Proceeding.

Defense of Proceedings. The Company will In case any Sponsor Indemnified Proceeding shall be brought against any Indemnified Person and it shall notify Anadarko of the commencement thereof, Anadarko shall be entitled to participate, at its own expense, in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has noticeparticipate in, and the Company will be entitled to assume the defense of the of, such Sponsor Indemnified Parties therein, Proceeding with counsel reasonably satisfactory to the Indemnitee; providedsuch Indemnified Person, however, that the Company shall not be entitled and after notice from Anadarko to such Indemnified Person of Anadarko’s election so to assume the defense of the Indemnified Parties in any Proceeding if the Indemnitee has reasonably concluded that there may be a conflict of interest between the Company thereof and the failure by such Indemnified Parties with respect Person to object to such counsel within ten (10) Business Days following its receipt of such notice, Anadarko shall not be liable to such Indemnified Person for legal or other expenses incurred after such notice of election to assume such defense except as provided below and except for the reasonable costs of investigating, monitoring or cooperating in such defense subsequently incurred by such Indemnified Person reasonably necessary, in connection with the defense thereof; provided that without the prior written consent of such Indemnified Person, Anadarko shall not settle or compromise, or consent to the entry of any judgment in, any pending or threatened Sponsor Indemnified Proceeding, unless such settlement, compromise or consent or related judgment includes an unconditional release of such Indemnified Person from all liability for Expenses arising out of such claim, action, investigation, suit or other legal proceeding. The Indemnitee No Indemnified Person shall settle or compromise, or consent to the entry of any judgment in, any pending or threatened Sponsor Indemnified Proceeding in respect of which any payment would result hereunder or under the other Transaction Agreements without the prior written consent of Anadarko, such consent not to be unreasonably withheld or delayed. Such Indemnified Person shall have the right to employ his own its separate counsel in any such Sponsor Indemnified Proceeding, but in which case the fees and expenses of counsel for such counsel incurred after notice from the Company of its assumption of the defense thereof Indemnified Person shall be at the expense of the Indemnitee Indemnified Person unless (i) the employment of separate counsel by the Indemnitee (Anadarko and the Company’s Indemnified Person shall have mutually agreed to the retention of such counsel and the payment of the fees and expenses of such counsel) has been authorized thereof by the Company; Anadarko, (ii) the use of counsel chosen by Anadarko to represent the Indemnified Person would present such counsel with a conflict of interest, (iii) the actual or potential parties to any Sponsor Indemnified Proceeding (including any impleaded parties) include both Anadarko and an Indemnified Party and the Indemnified Party shall have reasonably concluded that there may be one or more legal defenses or claims available to the Indemnitee that it which are different from or additional to those available to the Company; (iii) Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnified Parties with respect to such Proceeding Anadarko, or (iv) the Company Anadarko shall not in fact have employed failed to retain satisfactory counsel to assume the defense of the Indemnitee in such Proceeding after being as provided notice thereof, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence; it being understood that in the case of any of the foregoing clauses (i), (ii) or (iii) the fees and expenses of the Indemnitee’s counsel shall be advanced by the Company in accordance with this Agreement.herein

Defense of Proceedings. The In the event the Company will shall be obligated to pay the Expenses of any action, suit or proceeding pursuant to this Agreement, the Company shall be entitled to participateparticipate in the defense of such proceeding with counsel of its choosing. In the alternative, at its own expense, in any Proceeding which may be subject to indemnification or advancement of Expenses covered hereunder of which it has notice, and the Company will be entitled to may assume the defense of the Indemnified Parties thereinsuch action, suit or proceeding, with counsel approved by the Company and reasonably satisfactory acceptable to the Indemnitee; provided, howeverupon the delivery to the Indemnitee of written notice of its election to do so. After delivery of such notice, that approval of such counsel by the Company shall and the retention of such counsel by the Company, the Company will not be entitled liable to assume the defense Indemnitee under this Agreement for any fees of counsel subsequently incurred by the Indemnified Parties Indemnitee with respect to the same action, suit or proceeding, provided that: (i) the Indemnitee shall have the right to employ his or her counsel in any Proceeding such action, suit or proceeding at the Indemnitee’s expense; and (ii) if (a) the employment of counsel by the Indemnitee has been previously authorized by the Company, (b) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and the Indemnified Parties with respect to such Proceeding. The Indemnitee shall have in the right to employ his own counsel in any such Proceeding, but the fees and expenses conduct of such counsel incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of the Indemnitee unless (i) the employment of separate counsel by the Indemnitee (and the Company’s payment of the expenses of such counsel) has been authorized by the Company; (ii) there may be one or more defenses or claims available to the Indemnitee that are different from or additional to those available to the Company; (iii) Indemnitee has reasonably concluded that there may be a conflict of interest between the Company and the Indemnified Parties with respect to such Proceeding defense, or (ivc) the Company shall not not, in fact fact, have employed counsel to assume the defense of the Indemnitee in such Proceeding after being provided notice thereofproceeding, such counsel shall not in fact have assumed such defense or such counsel shall not be acting, in connection therewith, with reasonable diligence; it being understood that in the case of any of the foregoing clauses (i), (ii) or (iii) the fees and expenses of the Indemnitee’s counsel shall be advanced by at the expense of the Company. The Company shall not, without the prior written consent of the Indemnitee, effect any settlement of any threatened or pending action, suit or proceeding to which the Indemnitee is, or could have been, a party unless such settlement solely involves the payment of money and includes a complete and unconditional release of the Indemnitee from all liability on any claims that are the subject matter of such action, suit or proceeding. Neither the Company in accordance with this Agreementnor Indemnitee shall unreasonably withhold its consent to any proposed settlement; provided, however, that the Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of the Indemnitee.