Defense xx Xxxims. If a claim for Liabilities is to be made by any party entitled to indemnification under this Section 8, the party entitled to such indemnification shall give written notice to the other party as soon as practicable after the party entitled to indemnification becomes aware of any fact, condition or event which may give rise to Liabilities for which indemnification may be sought under this Section 8. If any action, suit or proceeding alleging a claim for Liabilities is filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the other party as promptly as practicable. After such notice, the party providing the indemnity shall be entitled, if it so elects, (i) to take control of the defense and investigation of such action, suit or proceeding, (ii) to employ and engage attorneys and experts of its own choice to handle and defend the same, and (iii) with the indemnified party's consent, to settle such action, suit or proceeding, all at the sole risk and expense of the party providing the indemnity, provided, in each instance, that IMIC and its counsel shall proceed with diligence and in good faith with respect thereto; provided, however, that any such settlement shall include, among other things, an absolute and unconditional release of the indemnified party from all Liabilities. The indemnified party shall cooperate in all reasonable respects with the party providing the indemnity and such attorneys in the investigation, trial and defense of such action, suit or proceeding and any appeal arising therefrom; provided, however, that the indemnified party may, at its own cost, participate in the investigation, trial and defense of such action, suit or proceeding and any appeal arising therefrom.
