Common use of Defense Clause in Contracts

Defense. Upon receipt of notice under Subsection (a) from the Indemnitee, the Indemnifying Party will have the duty to either to compromise or defend, at its own expense and by counsel (reasonably satisfactory to Indemnitee), such Action. The Indemnifying Party will promptly (and in any event not more than [**] after receipt of the Indemnitee's original notice) notify the Indemnitee in writing of its intention to either compromise or defend such Action. Once the Indemnifying Party notifies the Indemnitee of its election to assume the defense of an Action, the Indemnifying Party is not liable to the Indemnitee for the fees of other counsel or any other expenses subsequently incurred by the Indemnitee in connection with such defense, other than the Indemnitee's reasonable costs of investigation and cooperation. However, the Indemnitee shall have the right to employ separate counsel and to participate in the defense of an Action (and the Indemnifying Party shall bear the reasonable fees, costs, and expenses of such counsel) if: (i) the use of the counsel chosen by the Indemnifying Party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, such Action include both the Indemnifying Party and the Indemnitee, and the Indemnitee reasonably concludes that there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to assume the defense of such Action on the Indemnitee's behalf); (iii) the Indemnifying Party does not employ counsel satisfactory to the Indemnitee to represent the Indemnitee within a reasonable time after the Indemnitee's notice of such Action; (iv) the Indemnifying Party denies or fails to timely admit its obligation to defend and indemnify the Action; or (v) in the reasonable opinion of counsel to the Indemnitee, the claim could result in the Indemnitee becoming subject to injunctive relief or relief other than the payment of Damages that could have a materially adverse effect on the ongoing business of the Indemnitee.

Defense. Upon In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to the Agreement, the Indemnifying Party at its sole cost and expense and with counsel reasonably satisfactory to the Indemnified Party may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding if (a) the Indemnifying Party acknowledges to the Indemnified Party in writing, within fifteen days after receipt of notice under Subsection (a) from the IndemniteeIndemnified Party, its obligations to indemnify the Indemnified Party with respect to all elements of such claim, (b) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the duty financial resources to either defend against such third-party claim and fulfill its indemnification obligations hereunder, (c) the third-party claim involves only money damages and does not seek an injunction or other equitable relief, and (d) settlement or an adverse judgment of the third-party claim is not, in the good faith judgment of the Indemnified Party, likely to compromise establish a pattern or defendpractice 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 by counsel (reasonably satisfactory expense; provided, however, that if there are one or more legal defenses available to Indemnitee)the Indemnified Party that conflict with those available to the Indemnifying Party, such Action. The Indemnifying Party will promptly (and in any event not more than [**] after receipt of the Indemnitee's original notice) notify the Indemnitee in writing of its intention to either compromise or defend such Action. Once if the Indemnifying Party notifies fails to take reasonable steps necessary to diligently defend the Indemnitee of its election claim after receiving notice from the Indemnified Party that it believes the Indemnifying Party has failed to do so, the Indemnified Party may assume the defense of an Actionsuch 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 is not liable to shall reimburse the Indemnitee Indemnified Party for the reasonable fees and expenses of other counsel or any other expenses subsequently incurred counsels retained by the Indemnitee in connection with such defense, other than the Indemnitee's reasonable costs of investigation and cooperation. However, the Indemnitee shall have the right to employ separate counsel and to participate in the defense of an Action (Indemnified Party and the Indemnifying Party shall bear be entitled to participate in (but not control) the reasonable fees, costs, and expenses defense of such counsel) if: (i) the use of the claim, with its counsel chosen by and at its own expense. If the Indemnifying Party would present such counsel with a conflict of interest; (ii) thereafter seeks to question the actual or potential defendants in, or targets of, such Action include both the Indemnifying Party and the Indemnitee, and the Indemnitee reasonably concludes that there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party (manner in which case the Indemnified Party defended such third-party claim or the amount or nature of any such settlement, the Indemnifying Party shall not have the right burden to assume prove by a preponderance of the 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 such Action on the Indemnitee's behalf); (iii) the Indemnifying Party does any action, suit or proceeding, whether or not employ counsel satisfactory to the Indemnitee to represent the Indemnitee within a reasonable time after the Indemnitee's notice of such Action; (iv) the Indemnifying Party denies or fails to timely admit its obligation to defend and indemnify the Action; or (v) in the reasonable opinion of counsel to the Indemnitee, the claim could result in the Indemnitee becoming subject to injunctive relief or relief other than the payment of Damages that could have a materially adverse effect on the ongoing business of the Indemniteeindemnification hereunder.

Defense. Upon receipt In connection with any Indemnifiable Claim giving rise to indemnity under this Agreement resulting from or arising out of notice under Subsection (a) from the Indemniteeany claim or legal proceeding by a party who is not a party to this Agreement, the Indemnifying Party will have the duty to either to compromise or defend, at its own sole cost and expense and by counsel (reasonably satisfactory shall, subject to Indemnitee), such Action. The Indemnifying Party will promptly (and in any event not more than [**] after receipt the prior written consent of the Indemnitee's original noticeIndemnified Party (which consent shall not be unreasonably withheld) notify the Indemnitee in writing of its intention to either compromise or defend such Action. Once the Indemnifying Party notifies the Indemnitee of its election to assume the defense of an Action, the Indemnifying Party is not liable to the Indemnitee for the fees of other any such claim or legal proceeding with legal counsel or any other expenses subsequently incurred approved by the Indemnitee Indemnified Party in connection with such defense, other than the Indemnitee's its reasonable costs of investigation and cooperationdiscretion. However, the Indemnitee The Indemnified Party shall have the right to employ separate counsel and be entitled to participate in (but not control) the defense of an Action (any such action, with its own counsel and the Indemnifying Party shall bear the reasonable feesat its own expense; provided, costshowever, and expenses of such counsel) if: if (i) the use of the counsel chosen by the Indemnifying Party would present named parties to any such counsel with a conflict of interest; proceeding (iiincluding any impleaded parties) the actual or potential defendants in, or targets of, such Action include both the Indemnifying Party and the IndemniteeIndemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (other than differing interests associated with an Indemnifying Party’s obligation to indemnify), and or (ii) the Indemnitee reasonably concludes that there may be legal defenses available to it that are different from employment of counsel by such Indemnified Party has been authorized in writing by the Indemnifying Party, or additional to those available to (iii) the Indemnifying Party (has not in which case the Indemnifying Party shall not have the right fact employed counsel to assume the defense of such Action action within a reasonable time; or (iv) the subject matter of the Indemnifiable Claim relates to the ongoing business of Buyer (as opposed solely to the payment of money damages) then, the Indemnified Party shall have the right to retain its own counsel at the sole cost and expense of the Indemnifying Party, which costs and expenses shall be paid by the Indemnifying Party on the Indemnitee's behalf); (iii) a current basis. If after notification thereof, the Indemnifying Party does not employ counsel satisfactory assume the defense of any such claim or litigation resulting from the Indemnifiable Claim within a timely manner so as not to prejudice the rights of the Indemnified Party, the Indemnified Party may defend against such claim or litigation, in such manner as it may deem reasonably appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnitee to represent Indemnifying Party, on such terms as the Indemnitee Indemnified Party may deem appropriate (within a the exercise of reasonable time after the Indemnitee's notice discretion). The liability of such Action; (iv) the Indemnifying Party denies or fails shall be conclusively established by such settlement by the Indemnified Party to timely admit the extent entered into on the basis of its obligation reasonable discretion, the amount of such liability to defend include, but not be limited to, both the settlement consideration and indemnify the Action; or (v) in the reasonable opinion of counsel to costs and expenses, including attorneys’ fees, incurred by the Indemnitee, the claim could result Indemnified Party in the Indemnitee becoming subject to injunctive relief or relief other than the payment of Damages that could have a materially adverse effect on the ongoing business of the Indemniteeeffecting such settlement.

Defense. Upon receipt of notice under Subsection (a) from the Indemnitee, the Indemnifying Party will have the duty to either to compromise or defend, at its own expense and by counsel (reasonably satisfactory to Indemnitee), such Action. The Indemnifying Party will promptly (and in any event not more than [**] twenty (20) days after receipt of the Indemnitee's original notice) notify the Indemnitee in writing that it acknowledges its obligation to indemnify the Indemnitee with respect to the Action pursuant to this Article 8 and of its intention to either compromise or defend such Action. Once the Indemnifying Party notifies gives such notice to the Indemnitee of its election to assume the defense of an ActionIndemnitee, the Indemnifying Party is not liable to the Indemnitee for the fees of other counsel or any other expenses subsequently incurred by the Indemnitee in connection with such defense, other than the Indemnitee's reasonable costs of investigation and cooperation. However, the Indemnitee shall will have the right to employ separate counsel and to participate in control the defense of an Action (and the Indemnifying Party shall bear the reasonable fees, costs, and expenses of such counsel) if: (i) the use of the counsel chosen by the Indemnifying Party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, such Action include both the Indemnifying Party and the Indemnitee, and the Indemnitee reasonably concludes that there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall will not have the right to assume the defense of such Action on the Indemnitee's behalf); (iii) the Indemnifying Party does not employ counsel satisfactory to the Indemnitee to represent the Indemnitee within a reasonable time after the Indemnitee's notice of such Action; (iv) the Indemnifying Party denies or fails to timely admit its obligation to defend and indemnify the Action; or (v) in the reasonable opinion of counsel to the Indemnitee, the claim could result in the Indemnitee becoming subject to injunctive relief or relief other than the payment of Damages that could have a materially adverse effect on the ongoing business of the Indemnitee; provided, however, that in no event shall the Indemnifying Party be obligated to bear the fees, costs and expenses of more than one (1) separate counsel for all of the other Party's Indemnitees in such Action.

Defense. Upon receipt of notice under Subsection (a) from the Indemnitee, the The Indemnifying Party will have shall be entitled to participate in and, if it so desires, to assume the duty to either to compromise or defend, at its own expense and by defense of an Action with counsel (reasonably satisfactory to Indemnitee), such Action. The Indemnifying Party will promptly (and in any event not more than [**] after receipt of the Indemnitee's original notice) notify the Indemnitee in writing of its intention to either compromise or defend such Action. Once the Indemnifying Party notifies the Indemnitee of its election to assume the defense of an Action, the Indemnifying Party is not liable to the Indemnitee for the fees of other counsel or any other expenses subsequently incurred by the Indemnitee in connection with such defense, other than the Indemnitee's reasonable costs of investigation and cooperationinvestigation. However, the Indemnitee shall have the right to employ separate counsel and to participate in the defense of an Action (and the Indemnifying Party shall bear the reasonable fees, costs, and expenses of such separate counsel) if: (i) the use of the counsel chosen by the Indemnifying Party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, such Action include both the Indemnifying Party and the Indemnitee, and the Indemnitee reasonably concludes that there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to assume the defense of such Action on the Indemnitee's behalf); (iii) the Indemnifying Party does not employ counsel satisfactory to the Indemnitee to represent the Indemnitee within a reasonable time after the Indemnitee's notice of such Action;; or (iv) the Indemnifying Party denies or fails to timely admit its obligation to defend and indemnify the Action; or (v) in the reasonable opinion of counsel to the Indemnitee, the claim could result in authorizes the Indemnitee becoming subject to injunctive relief or relief other than employ separate counsel at the payment of Damages that could have a materially adverse effect on the ongoing business of the IndemniteeIndemnifying Party's expense.

Defense. Upon receipt of notice under Subsection (a) from the IndemniteeIf any claim, demand or liability is asserted by any third party against any Indemnified Party, the Indemnifying Party will shall be entitled to participate therein and defend any action or proceeding brought against the Indemnified Party in respect of matters embraced by the indemnity, and the Indemnifying Party shall have the duty right to either conduct and control the defense subject to compromise or defend, at its own expense and by counsel (reasonably satisfactory to Indemnitee), such Action. The Indemnifying Party will promptly (and in any event not more than [**] after receipt of the Indemnitee's original notice) notify the Indemnitee Indemnified Party’s approval in writing of its intention to either compromise or defend such Actionoutside counsel selected by the Indemnifying Party. Once After notice from the Indemnifying Party notifies to the Indemnitee Indemnified Party of its election to assume the defense of an Actionsuch claim or action, the Indemnifying Party is shall not be liable to the Indemnitee Indemnified Party under this Section 11.3 for the fees of other counsel any reasonable legal or any other expenses subsequently incurred by the Indemnitee Indemnified Party in connection with such defense, the defense thereof other than the Indemnitee's reasonable costs of investigation and cooperationinvestigation. However, In any action defended by the Indemnitee Indemnifying Party the Indemnified Party shall have the right to employ separate be represented by its own counsel and to participate at its own expense unless (1) the employment of such counsel shall have been authorized in writing by the defense of an Action Indemnifying Party; or (and 2) the Indemnifying Party shall bear not have properly employed counsel reasonably satisfactory to such Indemnified Party to have charge of the reasonable fees, costs, defense of such action; in each of such cases such fees and expenses of such counsel) if: (i) the use of the counsel chosen shall be paid and advanced by the Indemnifying Party would present Party. In addition, if the named parties to any such counsel with a conflict of interest; action, suit or proceeding (iiincluding any impleaded parties) the actual or potential defendants in, or targets of, such Action shall include both the Indemnifying such Indemnified Party and the IndemniteeIndemnifying Party, and the Indemnitee reasonably concludes such Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it that which are different from from, or additional to to, those available to the Indemnifying Party, and if such Indemnified Party (notifies the Indemnifying Party in which case writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such Action action, suit or proceeding on behalf of such Indemnified Party, and the Indemnitee's behalf); (iii) Indemnified Party may participate in the defense of such action, suit or proceeding and such fees and expenses shall be paid and advanced by the Indemnifying Party; it being understood, however, that the Indemnifying Party does not employ shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel satisfactory for all such Indemnified Party). The Indemnifying Party will not, without Indemnified Party’s written consent, settle or compromise any indemnifiable claim or consent to the Indemnitee to represent entry of any judgment in respect thereof unless such settlement, compromise or consent includes an unconditional release of the Indemnitee within a reasonable time after the Indemnitee's notice Indemnified Party from all liability in respect of such Action; (iv) the Indemnifying Party denies or fails to timely admit its obligation to defend and indemnify the Action; or (v) indemnifiable claim. The parties shall cooperate in the reasonable opinion defense of counsel all third party claims which may give rise to the Indemnitee, the claim could result in the Indemnitee becoming subject to injunctive relief or relief other than the payment of Damages that could have a materially adverse effect on the ongoing business of the Indemniteeindemnifiable claims hereunder.

Defense. Upon receipt of notice under Subsection (a) from the Indemnitee, the The Indemnifying Party will have the duty right to either participate in or, by giving notice to compromise or defendthe Indemnitee within seven Business Days after receipt of notice of the Third Party Claim, jointly with any other Indemnifying Party similarly notified, to elect to assume the defense of, any Third Party Claim at its such Indemnifying Party's own expense and by such Indemnifying Party's own counsel (which counsel shall be reasonably satisfactory acceptable to Indemnitee), such Action. The Indemnifying Party will promptly (and in any event not more than [**] after receipt assume the defense of the Indemnitee's original notice) notify the Indemnitee in writing of its intention to either compromise or defend such Action. Once action and after notice from the Indemnifying Party notifies to the Indemnitee of its election to assume the defense of an Actiondefense, the Indemnifying Party is will not be liable to the Indemnitee for the fees of other counsel any legal or any other expenses except as provided below and except for the reasonable costs of investigation subsequently incurred by the Indemnitee in connection with such the defense, other than the Indemnitee's reasonable costs of investigation and cooperation. However, the The Indemnitee shall will have the right to employ separate its own counsel and to participate in any such action, but the defense of an Action (and the Indemnifying Party shall bear the reasonable fees, costs, expenses and expenses other charges of such counsel) if: counsel will be at the expense of such Indemnitee unless (i1) the use employment of counsel by the counsel chosen Indemnitee has been authorized in writing by the Indemnifying Party would present such counsel with a conflict of interest; Party, (ii2) the actual or potential defendants in, or targets of, such Action include both the Indemnifying Party and the Indemnitee, and the Indemnitee has reasonably concludes concluded (based on advice of counsel) that there may be legal defenses available to it or other Indemnitees that are different from or additional in addition to those available to the Indemnifying Party, (3) a conflict or potential conflict exists (based on advice of counsel to the Indemnitee) between the Indemnitee and the Indemnifying Party (in which case the Indemnifying Party shall will not have the right to direct the defense of such action on behalf of the Indemnitee) or (4) the Indemnifying Party has not in fact employed counsel to assume the defense of such Action on the Indemnitee's behalf); (iii) the Indemnifying Party does not employ counsel satisfactory to the Indemnitee to represent the Indemnitee action within a reasonable time after the Indemnitee's receiving notice of such Action; (iv) the commencement of the action, in each of which cases the reasonable fees, disbursements and other charges of counsel will be at the expense of the Indemnifying Party denies or fails to timely admit its obligation to defend and indemnify Parties. It is understood that the Action; or (v) Indemnifying Party or Parties shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable opinion fees, disbursements and other charges of counsel more than one separate firm (in addition to local counsel) admitted to practice in such jurisdiction at any one time for all such indemnified party or parties. All such fees, disbursements and other charges will be reimbursed by the Indemnifying Party promptly as they are incurred. An Indemnifying Party will not be liable for any settlement of any action or claim effected without its written consent (which consent will not be unreasonably withheld). No Indemnifying Party shall, without the prior written consent of each Indemnitee, settle or compromise or consent to the Indemniteeentry of any judgment in any pending or threatened claim, the claim could result in the action or proceedings (whether or not any Indemnified Party is a party thereto), unless such settlement, compromise or consent includes an unconditional release of each Indemnitee becoming subject to injunctive relief from all liability arising or relief other than the payment that may arise out of Damages that could have a materially adverse effect on the ongoing business of the Indemniteesuch claim, action or proceeding.

Defense. Upon receipt of notice under Subsection (a) from the Indemnitee, the Indemnifying Party will have the duty to either to compromise or defend, at its own expense and by counsel (reasonably satisfactory to Indemnitee), such Action. The Indemnifying Party will promptly (and in any event not more than [**] twenty (20) days after receipt of the Indemnitee's original notice) notify the Indemnitee in writing of its intention to either compromise or defend such Action. Once the Indemnifying Party notifies the Indemnitee of its election to assume the defense of an Action, the Indemnifying Party is not liable to the Indemnitee for the fees of other counsel or any other expenses subsequently incurred by the Indemnitee in connection with such defense, other than the Indemnitee's reasonable costs of investigation and cooperation. However, the Indemnitee shall have the right to employ separate counsel and to participate in the defense of an Action (and the Indemnifying Party shall bear the reasonable fees, costs, and expenses of such counsel) if: (i) the use of the counsel chosen by the Indemnifying Party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, such Action include both the Indemnifying Party and the Indemnitee, and the Indemnitee reasonably concludes that there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to assume the defense of such Action on the Indemnitee's behalf); (iii) the Indemnifying Party does not employ counsel satisfactory to the Indemnitee to represent the Indemnitee within a reasonable time after the Indemnitee's notice of such Action; (iv) the Indemnifying Party denies or fails to timely admit its obligation to defend and indemnify the Action; or (v) in the reasonable opinion of counsel to the Indemnitee, the claim could result in the Indemnitee becoming subject to injunctive relief or relief other than the payment of Damages that could have a materially adverse effect on the ongoing business of the Indemnitee.

Defense. Upon receipt of notice under Subsection (a) Section 8.3.1 from the Indemnitee, the Indemnifying Party will shall have the duty to either to compromise or defend, at its own expense and by counsel (reasonably satisfactory to Indemnitee), such Action. The Indemnifying Party will shall promptly (and in any event not more than [**] twenty (20) days after receipt of the Indemnitee's original notice) notify the Indemnitee in writing that it wishes to assume control of the Action pursuant to this Article 8 and of its intention to either compromise or defend such Action. The assumption of the defense of an Action by the Indemnifying Party shall not be construed as an acknowledgement that the Indemnifying Party is liable to indemnify the Indemnitee in respect of the Action, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party's claim for indemnification. Once the Indemnifying Party notifies gives such notice to the Indemnitee of its election to assume the defense of an ActionIndemnitee, the Indemnifying Party is not liable to the Indemnitee for the fees of other counsel or any other expenses subsequently incurred by the Indemnitee in connection with such defense, other than the Indemnitee's reasonable costs of investigation and cooperation. However, the Indemnitee shall have the right to employ separate counsel and to participate in control the defense of an Action (and the Indemnifying Party shall bear the reasonable fees, costs, and expenses of such counsel) if: (ia) the use of the counsel chosen by the Indemnifying Party would present such counsel with a conflict of interest; (iib) the actual or potential defendants in, or targets of, such Action include both the Indemnifying Party and the Indemnitee, and the Indemnitee reasonably concludes that there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to assume the defense of such Action on the Indemnitee's behalf); (iiic) the Indemnifying Party does not employ counsel reasonably satisfactory to the Indemnitee to represent the Indemnitee within a reasonable time after the Indemnitee's notice of such Action; (iv) the Indemnifying Party denies or fails to timely admit its obligation to defend and indemnify the Action; or (vd) in the reasonable opinion of counsel to the Indemnitee, the claim could result in the Indemnitee becoming subject to injunctive relief or relief other than the payment of Damages Losses that could have a materially adverse effect on the ongoing business of the Indemnitee; provided, however, that in no event shall the Indemnifying Party be obligated to bear the fees, costs and expenses of more than one (1) separate counsel for all of the other Party's Indemnitees in such Action.

Defense. Upon receipt of notice under Subsection (a) from Promptly after the Indemniteereceipt by any person entitled to indemnification under Section 9.2 and 9.3 herein of notice of (i) any claim or (ii) the commencement of any action or proceeding, such party (the "Aggrieved Party") will, if claim with respect thereto is made against any party obligated to provide indemnification pursuant to Section 9.2 and 9.3 herein (the "Indemnifying Party"), give such Indemnifying Party written notice of such claim or the commencement of such action or proceeding and shall permit the Indemnifying Party will have the duty to either to compromise or defend, at its own expense and by counsel (reasonably satisfactory to Indemnitee), such Action. The Indemnifying Party will promptly (and in any event not more than [**] after receipt of the Indemnitee's original notice) notify the Indemnitee in writing of its intention to either compromise or defend such Action. Once the Indemnifying Party notifies the Indemnitee of its election to assume the defense of any such claim or any proceeding or litigation resulting from such claim, unless the action or proceeding seeks an Action, injunction or other similar relief against the Aggrieved Party or there is a conflict of interest between it and the (b) If the Indemnifying Party is not liable assumes the defense of any such claim or litigation resulting therefrom with counsel reasonably acceptable to the Indemnitee for Aggrieved Party, the fees obligations of other counsel the Indemnifying Party as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to holding the Aggrieved Party harmless from and against any losses, damages and liabilities caused by or arising out of any settlement or any other expenses subsequently incurred by the Indemnitee judgment in connection with such defenseclaim or litigation resulting therefrom. The Aggrieved Party may participate, other than the Indemnitee's reasonable costs of investigation and cooperation. Howeverat its expense, the Indemnitee shall have the right to employ separate counsel and to participate in the defense of an Action (and such claim or litigation provided that the Indemnifying Party shall bear direct and control the reasonable fees, costs, and expenses defense of such counsel) if:claim or litigation. The Aggrieved Party shall cooperate and make available all books and records reasonably necessary and useful in connection with the defense. The Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to entry of any judgment, except with the written consent of the Aggrieved Party, or enter into any settlement, except with the written consent of the Aggrieved Party. (ic) the use of the counsel chosen by the Indemnifying Party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, such Action include both the Indemnifying Party and the Indemnitee, and the Indemnitee reasonably concludes that there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party (in which case If the Indemnifying Party shall not have the right to assume the defense of any such Action on claim or litigation resulting therefrom, the Indemnitee's behalf); (iii) Aggrieved Party may defend against such claim or litigation in such manner as it may deem appropriate and reasonably satisfactory to the Aggrieved Party. The Indemnifying Party shall promptly reimburse the Aggrieved Party for the amount of all expenses, legal or otherwise, as incurred by the Aggrieved Party in connection with the defense against or settlement of such claim or litigation. No settlement of claim or litigation shall be made without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld. If no settlement of the claim or litigation is made, the Indemnifying Party does not employ counsel satisfactory shall promptly reimburse the Aggrieved Party for the amount of any judgment rendered with respect to such claim or in such litigation and of all expenses, legal or otherwise, as incurred by the Indemnitee Aggrieved Party in the defense against such claim or litigation. (d) The rights to represent indemnification hereunder shall apply to claims made by either party against the Indemnitee within a reasonable time after the Indemnitee's other whereby written notice of such Action; (iv) the Indemnifying Party denies or fails to timely admit its obligation to defend and indemnify the Action; or (v) in the reasonable opinion of counsel to the Indemnitee, the claim could result in has been made and delivered within the Indemnitee becoming subject to injunctive relief or relief other than the payment of Damages that could have a materially adverse effect on the ongoing business period of the Indemniteeapplicable statute of limitations.

Defense. Upon receipt of notice under Subsection If any civil or administrative action that might reasonably be expected to result in an Indemnifiable Claim (aan "Action") from the Indemniteeis asserted or threatened by a third party against any Indemnified Party, the Indemnifying Party will have may elect to control the duty to either to compromise or defend, at its own expense and by defense thereof with experienced counsel (reasonably satisfactory to Indemnitee)the Indemnified Party. Notwithstanding the foregoing, if the Indemnifying Party, within fifteen (15) days after receipt of a notice of such Action, fails to give written notice to the Indemnified Party that the Indemnifying Party is undertaking the defense thereof or thereafter fails to timely assume such defense, then the Indemnified Party shall have the right to defend, compromise or settle the Action for the account of the Indemnifying Party. An assertion by the Indemnifying Party of a reservation of rights with respect to such Action shall not constitute a failure to give written notice that it shall undertake such defense. If the Indemnifying Party assumes control of the defense in an Action, it will take all steps necessary in the defense, prosecution, or settlement of such claim or litigation and will hold the Indemnified Party harmless from and against all Losses caused by or arising out of such Action. The Indemnifying Party will promptly (and in not consent to the entry of any event not more than [**] after receipt judgment or enter into any settlement except with the written consent of the Indemnitee's original noticeIndemnified Party; provided, however, that the consent of the Indemnified Party shall not be required if all of the following conditions are met: (i) notify the Indemnitee terms of the judgment or proposed settlement include as an unconditional term thereof the giving to the Indemnified Party by the third party of a release of the Indemnified Party from all liability in writing respect of its intention to either compromise or defend such Action. Once ; (ii) there is no finding or admission of (A) any violation of law by the Indemnified Party (or any affiliate thereof), and (B) any violation of the rights of any other person; (iii) the judgment or settlement will have no effect on any other Action or claims of a similar nature that may be made against the Indemnified Party (or any affiliate thereof); and (iv) the sole form of relief is monetary damages which are paid in full by the Indemnifying Party. The Indemnifying Party notifies the Indemnitee of its election to assume shall conduct the defense of an the Action actively and diligently, and the Indemnified Party will provide reasonable cooperation in the defense of the Action. In all cases, the Indemnifying Party party that is not liable assigned the right to control the Indemnitee for the fees of other counsel or any other expenses subsequently incurred by the Indemnitee in connection with such defense, other than the Indemnitee's reasonable costs of investigation and cooperation. However, the Indemnitee defense shall have the right to employ separate counsel and to participate in the defense of an the Action (and the Indemnifying Party shall bear at its own expense, subject to the reasonable fees, costs, and expenses of such counsel) if: (i) the use direction of the counsel chosen by the Indemnifying Party would present such counsel with a conflict other party. Each of interest; (ii) the actual or potential defendants in, or targets of, such Action include both the Indemnifying Party and the IndemniteeIndemnified Party shall give all reasonable assistance to the other party in connection therewith. In any case, and the Indemnitee reasonably concludes that there may be legal defenses available Indemnified Party shall, subject to it that are different from or additional to those Section 12.5, make available to the Indemnifying Party (in and its attorneys, accountants, employees, agents, advisors and consultants, at reasonable times during normal business hours, all books, records, documents, employees, agents, advisors and consultants under its control and relating to such Action or such other matter as to which case the Indemnifying Indemnified Party shall not have the right is or was required to assume give notice. The party having control of the defense of such an Action on shall notify the Indemnitee's behalf); (iii) the Indemnifying Party does not employ counsel satisfactory to the Indemnitee to represent the Indemnitee within a reasonable time after the Indemnitee's notice other party of such Action; (iv) the Indemnifying Party denies every proposal, oral or fails to timely admit its obligation to defend and indemnify the Action; or (v) in the reasonable opinion of counsel to the Indemniteewritten, the claim could result in the Indemnitee becoming subject to injunctive relief for settlement, which it receives or relief other than the payment of Damages that could have a materially adverse effect on the ongoing business of the Indemniteemakes.

Defense. Upon receipt of notice under Subsection (aSection 9.2(a) from the Indemnitee, the Indemnifying Party will have the duty to either to compromise or defend, at its own expense and by counsel (reasonably satisfactory to Indemnitee), such Action. The Indemnifying Party will promptly (and in any event not more than [**] days after receipt of the Indemnitee's ’s original notice) notify the Indemnitee in writing that it acknowledges its obligation to indemnify the Indemnitee with respect to the Action pursuant to this Article 9 and of its intention to either compromise or defend such Action. Once the Indemnifying Party notifies gives such notice to the Indemnitee of its election to assume the defense of an ActionIndemnitee, the Indemnifying Party is not liable to the Indemnitee for the fees of other counsel or any other expenses subsequently incurred by the Indemnitee in connection with such defense, other than the Indemnitee's ’s reasonable costs of investigation and cooperation. However, the Indemnitee shall will have the right to employ separate counsel and to participate in control the defense of an Action (and the Indemnifying Party shall bear the reasonable fees, costs, and expenses of such counsel) if: (i) the use of the counsel chosen by the Indemnifying Party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, such Action include both the Indemnifying Party and the Indemnitee, and the Indemnitee reasonably concludes that there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall will not have the right to assume the defense of such Action on the Indemnitee's ’s behalf); (iii) the Indemnifying Party does not employ counsel satisfactory to the Indemnitee to represent the Indemnitee within a reasonable time after the Indemnitee's ’s notice of such Action; (iv) the Indemnifying Party denies or fails to timely admit its obligation to defend and indemnify the Action; or (v) in the reasonable opinion of counsel to the Indemnitee, the claim could result in the Indemnitee becoming subject to injunctive relief or relief other than the payment of Damages that could have a materially adverse effect on the ongoing business of the Indemnitee; provided, however, that in no event shall the Indemnifying Party be obligated to bear the fees, costs and expenses of more than one (1) separate counsel for all of the other Party’s Indemnitees in such Action.

Defense. Upon receipt of notice under Subsection The procedures to be followed by any party with respect to indemnification hereunder regarding claims by third persons shall be as follows: 49 (a) Promptly after receipt by any party of notice of the commencement of any action or the assertion of any claim by a third person which the party receiving such notice has reason to believe may result in a claim by it for indemnity pursuant to this Agreement, such party (each, an "Indemnified Party") shall give a notice of such action or claim to the other party against whom indemnification pursuant hereto is sought (each, an "Indemnifying Party"), setting forth in reasonable detail the nature of such action or claim, including copies of any written correspondence from such third party to such Indemnified Party. The failure to give notice as required by the Indemniteeimmediately preceding sentence shall not result in a waiver of any right to indemnification hereunder except to the extent the Indemnifying Party is actually and materially prejudiced by reason of such failure or delay. The indemnifying Party may, at its own expense, assume and control the defense of any claim for which it has received notice in accordance with this Section 13.5 and notify the Indemnified Party of such assumption. The Indemnified Party shall be entitled to participate therein after such assumption, the costs of such participation following such assumption to be at its own expense. Upon assuming such defense, the Indemnifying Party will shall have the duty full rights to either to enter into any monetary compromise or defendsettlement which is dispositive of the matters involved; provided, at its own expense however, that no such settlement shall be made without the prior written consent of the Indemnified Party, which shall not be unreasonably withheld; (b) If the Indemnifying Party does not assume the defense of any claim promptly after receiving notice thereof by the Indemnified Party, the Indemnified Party may assume and control the defense of and contest such action with counsel chosen by counsel (reasonably satisfactory to Indemnitee)it and approved by the Indemnifying Party, such Actionwhich approval shall not be unreasonably withheld. The Indemnifying Party will promptly (and in any event not more than [**] after receipt of the Indemnitee's original notice) notify the Indemnitee in writing of its intention to either compromise or defend such Action. Once the Indemnifying Party notifies the Indemnitee of its election to assume the defense of an Action, the Indemnifying Party is not liable to the Indemnitee for the fees of other counsel or any other expenses subsequently incurred by the Indemnitee in connection with such defense, other than the Indemnitee's reasonable costs of investigation and cooperation. However, the Indemnitee shall have the right to employ separate counsel and be entitled to participate in the defense of an Action (and such action, the cost of such participation to be at its own expense. The Indemnifying Party shall bear be obligated to pay the reasonable fees, costs, attorneys' fees and expenses of the Indemnified Party to the extent that such counsel) if:fees and expenses relate to claims as to which indemnification is due under this Section 13.5(b). The Indemnified Party shall have full rights to dispose of such action and enter into any monetary compromise or settlement; provided, however, that no such settlement shall be made without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld; and (ic) the use of the counsel chosen by the Indemnifying Party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, such Action include both Both the Indemnifying Party and the Indemnitee, and the Indemnitee reasonably concludes that there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Indemnified Party shall reasonably cooperate fully (but not have including the right to assume waiver of any privileged communication) with one another in connection with the defense defense, compromise or settlement of any such Action on the Indemnitee's behalf); (iii) the Indemnifying Party does not employ counsel satisfactory to the Indemnitee to represent the Indemnitee within a reasonable time after the Indemnitee's notice of such Action; (iv) the Indemnifying Party denies claim or fails to timely admit its obligation to defend and indemnify the Action; or (v) in the reasonable opinion of counsel to the Indemnitee, the claim could result in the Indemnitee becoming subject to injunctive relief or relief other than the payment of Damages that could have a materially adverse effect on the ongoing business of the Indemniteeaction.

Defense. Upon receipt In the event any person or entity not a party to this Agreement shall make a demand or claim, file or threaten to file or continue any lawsuit, which demand, claim or lawsuit may result in liability to an Indemnified Party in respect of notice matters embraced by the indemnity under Subsection this Agreement, then the Indemnified Party shall promptly notify the Indemnifying Party of the demand, claim or lawsuit. Within fifteen (a15) from days after delivery of the IndemniteeIndemnification Notice to the Indemnifying Party of such demand, claim or lawsuit, except as provided in the next sentence, the Indemnifying Party will shall have the duty option, at its sole cost and expense, to either retain counsel for the Indemnified Party to compromise defend any such demand, claim or defendlawsuit, provided that counsel who shall conduct the defense of such demand, claim or lawsuit shall be approved by the Indemnified Party whose approval shall not unreasonably be withheld or delayed. The Indemnified Party shall have the right, at its own expense and by counsel (reasonably satisfactory to Indemnitee)expense, such Action. The Indemnifying Party will promptly (and in any event not more than [**] after receipt of the Indemnitee's original notice) notify the Indemnitee in writing of its intention to either compromise or defend such Action. Once the Indemnifying Party notifies the Indemnitee of its election to assume the defense of an Action, the Indemnifying Party is not liable to the Indemnitee for the fees of other counsel or any other expenses subsequently incurred by the Indemnitee in connection with such defense, other than the Indemnitee's reasonable costs of investigation and cooperation. However, the Indemnitee shall have the right to employ separate counsel and to participate in the defense of an Action (and the Indemnifying Party shall bear the reasonable feesany suit, costsaction or proceeding brought against it with respect to which indemnification may be sought hereunder; provided, and expenses of such counsel) if: however, if (i) the use of the counsel chosen by the Indemnifying Party would present named Parties to any such counsel with a conflict of interest; proceeding (iiincluding any impleaded Parties) the actual or potential defendants in, or targets of, such Action include both the Indemnifying Party and the IndemniteeIndemnified Party and representation of both Parties by the same counsel would be inappropriate due to actual or potential differing interests between them (other than differing interests associated with an Indemnifying Party’s obligation to indemnify), and or (ii) the Indemnitee reasonably concludes that there may be legal defenses available to it that are different from employment of counsel by such Indemnified Party has been authorized in writing by the Indemnifying Party, or additional to those available to (iii) the Indemnifying Party (has not in which case the Indemnifying Party shall not have the right fact employed counsel to assume the defense of such Action on action within fifteen (15) days after delivery of the Indemnitee's behalf); (iii) Indemnification Notice; then, the Indemnified Party shall have the right to retain its own counsel at the sole cost and expense of the Indemnifying Party, which costs and expenses shall be paid by the Indemnifying Party does not employ counsel satisfactory on a current basis. No Indemnifying Party, in the defense of any such demand, claim or lawsuit, shall consent to entry of any judgment or enter into any settlement without the Indemnitee to represent consent of the Indemnitee within a reasonable time after Indemnified Party. In the Indemnitee's notice of such Action; (iv) event that the Indemnifying Party denies shall fail to respond within 15 days after delivery of the Indemnification Notice, the Indemnified Party may retain counsel and conduct the defense of such demand, claim or fails lawsuit, as it may in its sole discretion deem proper, at the sole cost and expense of the Indemnifying Party, which costs and expenses shall be paid by the Indemnifying Party on a current basis. Failure to timely admit its obligation provide an Indemnification Notice shall not limit the rights of any party to defend and indemnify the Action; or (v) in the reasonable opinion of counsel indemnification, except to the Indemnitee, extent that the claim could result in the Indemnitee becoming subject to injunctive relief or relief other than the payment of Damages that could have a materially adverse effect on the ongoing business of the IndemniteeIndemnifying Party is actually prejudiced thereby.

Defense. Upon receipt An indemnifying Party shall, except as provided in the immediately following sentence and the last sentence of notice under Subsection (a) from the Indemniteethis paragraph, the Indemnifying Party will have the duty to either to compromise or defend, at its own expense and by counsel (reasonably satisfactory to Indemnitee), such Action. The Indemnifying Party will promptly (and in any event not more than [**] after receipt of the Indemnitee's original notice) notify the Indemnitee in writing of its intention to either compromise or defend such Action. Once the Indemnifying Party notifies the Indemnitee of its election to assume the defense of an Actionsuch Claim, the Indemnifying Party is not liable with counsel reasonably satisfactory to the Indemnitee for indemnified Party to represent the indemnified Party in such proceeding and shall pay the fees and disbursements of other such counsel or related to such proceeding. In any other expenses subsequently incurred by the Indemnitee in connection with such defenseproceeding, other than the Indemnitee's reasonable costs of investigation and cooperation. However, the Indemnitee any indemnified Party shall have the right to employ separate retain its own counsel and to participate in the defense of an Action (such Claim, but the fees and the Indemnifying Party shall bear the reasonable fees, costs, and expenses expense of such counsel) if: counsel shall be at the expense of such indemnified Party unless: (i) the use indemnifying Party and the indemnified Party shall have mutually agreed to the retention of the counsel chosen by the Indemnifying Party would present such counsel with a conflict of interest; counsel; or (ii) the named Parties to any such proceeding (including any impleaded parties) include both the indemnifying Party and the indemnified Party and representation of both Parties by the same counsel would be inappropriate due to actual or potential defendants indiffering interests between them. It is agreed that the indemnifying Party shall not, in respect of the legal expense of any indemnified Party in connection with any proceeding or targets ofrelated proceedings in the same jurisdiction, such Action include both be liable for the Indemnifying Party fees and the Indemnitee, and the Indemnitee reasonably concludes that there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party expenses of more than one separate firm (in which case the Indemnifying addition to any local counsel) for all such indemnified Parties and that all such fees and expenses shall be reimbursed as they are incurred. The indemnifying Party shall not have be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there is a final judgment for the right plaintiff, the indemnifying Party agrees to assume indemnify the defense indemnified Party from and against any Losses by reason of such Action on settlement or judgment. No indemnifying Party shall, without the Indemnitee's behalf); prior written consent of the indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified Party is or could have been a party and indemnity could have been sought hereunder by such indemnified Party: (iiix) the Indemnifying Party does not employ counsel satisfactory to the Indemnitee to represent the Indemnitee within a reasonable time after the Indemnitee's notice if such settlement; (A) involves any form of such Action; (iv) the Indemnifying Party denies or fails to timely admit its obligation to defend and indemnify the Action; or (v) in the reasonable opinion of counsel to the Indemnitee, the claim could result in the Indemnitee becoming subject to injunctive relief or relief other than the payment of Damages that could have a materially money, (B) involves any finding or admission of any violation of any Law or any of the rights of any Person or (C) has any adverse effect on any other Claims that have been or may be made against the ongoing business indemnified Party, or (y) if such settlement involves only the payment of money, unless it includes an unconditional release of such indemnified Party of all liability on claims that are the subject of such proceeding. An indemnified Party may assume control of the Indemniteedefense of any Claim: (1) if it irrevocably waives its right to indemnity under this Section 20, or (2) if, without prejudice to its full right to indemnity under this Section 20: (aa) the indemnifying Party fails to provide reasonable assurance to the indemnified Party of its financial capacity to defend or provide indemnification with respect to such Claim, (bb) the indemnified Party determines in good faith that there is a reasonable likelihood that a Claim would materially and adversely affect it or any other indemnitees other than as a result of monetary damages that would be fully reimbursed by an indemnifying Party under the Agreement, or (cc) the indemnifying Party refuses or fails to timely assume the defense of such Claim; or (3) in case of Customer, pursuant to Section 20.4.

Defense. Upon receipt An indemnifying Party shall, except as provided in the immediately following sentence and the last sentence of notice under Subsection (a) from the Indemniteethis paragraph, the Indemnifying Party will have the duty to either to compromise or defend, at its own expense and by counsel (reasonably satisfactory to Indemnitee), such Action. The Indemnifying Party will promptly (and in any event not more than [**] after receipt of the Indemnitee's original notice) notify the Indemnitee in writing of its intention to either compromise or defend such Action. Once the Indemnifying Party notifies the Indemnitee of its election to assume the defense of an Actionsuch Claim, the Indemnifying Party is not liable with counsel reasonably satisfactory to the Indemnitee for indemnified Party to represent the indemnified Party in such proceeding and shall pay the fees and disbursements of other such counsel or related to such proceeding. In any other expenses subsequently incurred by the Indemnitee in connection with such defenseproceeding, other than the Indemnitee's reasonable costs of investigation and cooperation. However, the Indemnitee any indemnified Party shall have the right to employ separate retain its own counsel and to participate in the defense of an Action (such Claim, but the fees and the Indemnifying Party shall bear the reasonable fees, costs, and expenses expense of such counsel) if: counsel shall be at the expense of such indemnified Party unless: (i) the use indemnifying Party and the indemnified Party shall have mutually agreed to the retention Exhibit 10.103 of the counsel chosen by the Indemnifying Party would present such counsel with a conflict of interest; counsel; or (ii) the named Parties to any such proceeding (including any impleaded parties) include both the indemnifying Party and the indemnified Party and representation of both Parties by the same counsel would be inappropriate due to actual or potential defendants indiffering interests between them. It is agreed that the indemnifying Party shall not, in respect of the legal expense of any indemnified Party in connection with any proceeding or targets ofrelated proceedings in the same jurisdiction, such Action include both be liable for the Indemnifying Party fees and the Indemnitee, and the Indemnitee reasonably concludes that there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party expenses of more than one separate firm (in which case the Indemnifying addition to any local counsel) for all such indemnified Parties and that all such fees and expenses shall be reimbursed as they are incurred. The indemnifying Party shall not have be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there is a final judgment for the right plaintiff, the indemnifying Party agrees to assume indemnify the defense indemnified Party from and against any Losses by reason of such Action on settlement or judgment. No indemnifying Party shall, without the Indemnitee's behalf); prior written consent of the indemnified Party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified Party is or could have been a party and indemnity could have been sought hereunder by such indemnified Party: (iiix) the Indemnifying Party does not employ counsel satisfactory to the Indemnitee to represent the Indemnitee within a reasonable time after the Indemnitee's notice if such settlement; (A) involves any form of such Action; (iv) the Indemnifying Party denies or fails to timely admit its obligation to defend and indemnify the Action; or (v) in the reasonable opinion of counsel to the Indemnitee, the claim could result in the Indemnitee becoming subject to injunctive relief or relief other than the payment of Damages that could have a materially money, (B) involves any finding or admission of any violation of any Law or any of the rights of any Person or (C) has any adverse effect on any other Claims that have been or may be made against the ongoing business indemnified Party, or (y) if such settlement involves only the payment of money, unless it includes an unconditional release of such indemnified Party of all liability on claims that are the subject of such proceeding. An indemnified Party may assume control of the Indemniteedefense of any Claim: (1) if it irrevocably waives its right to indemnity under this Section 20, or (2) if, without prejudice to its full right to indemnity under this Section 20: (aa) the indemnifying Party fails to provide reasonable assurance to the indemnified Party of its financial capacity to defend or provide indemnification with respect to such Claim, (bb) the indemnified Party determines in good faith that there is a reasonable likelihood that a Claim would materially and adversely affect it or any other indemnitees other than as a result of monetary damages that would be fully reimbursed by an indemnifying Party under the Agreement, or (cc) the indemnifying Party refuses or fails to timely assume the defense of such Claim; or (3) in case of Customer, pursuant to Section 20.4.

Defense. Upon receipt of notice The Indemnified Party intending to claim indemnification under Subsection (a) from the Indemnitee, this ARTICLE VIII shall promptly notify the Indemnifying Party will of any Action or Loss in respect of which the Indemnified Party intends to claim such indemnification, and the Indemnifying Party shall be entitled to assume and control the defense thereof (with counsel selected by the Indemnifying Party) whether or not such Action is rightfully brought; provided, however, that an Indemnified Party shall have the duty right to either to compromise or defend, at retain its own expense counsel, with the fees and expenses to be paid by the Indemnified Party, unless Indemnifying Party does not assume the defense, in which case the reasonable fees and expenses of counsel (reasonably satisfactory to Indemnitee)retained by the Indemnified Party shall be paid by the Indemnifying Party. The Indemnified Party, such Actionand its employees and agents, shall cooperate fully with the Indemnifying Party and its legal representatives in the investigation and defense of any Action or Loss. The Indemnifying Party will promptly shall not be liable for the indemnification of any Action or Loss settled (and in any event not more than [**] after receipt or resolved by consent to the entry of judgment) without the written consent of the Indemnitee's original notice) notify the Indemnitee in writing of its intention to either compromise or defend such ActionIndemnifying Party. Once Also, if the Indemnifying Party notifies the Indemnitee of its election to assume shall control the defense of an any such Action, the Indemnifying Party is not liable to the Indemnitee for the fees of other counsel or any other expenses subsequently incurred by the Indemnitee in connection with such defense, other than the Indemnitee's reasonable costs of investigation and cooperation. However, the Indemnitee shall have the right to employ separate counsel and to participate in the defense of an Action (and settle such Action; provided, that the Indemnifying Party shall bear obtain the reasonable feesprior written consent (which shall not be unreasonably withheld or delayed) of the Indemnified Party before entering into any settlement of (or resolving by consent to the entry of judgment upon) such Action unless (A) there is no finding or admission of any violation of law or any violation of the rights of any Person by an Indemnified Party, costsno requirement that the Indemnified Party admit fault or culpability, and expenses of such counsel) if: no adverse effect on any other claims that may be made by or against the Indemnified Party and (iB) the use of the counsel chosen sole relief provided is monetary damages that are paid in full by the Indemnifying Party would present or its insurer and such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, such Action include both the Indemnifying Party and the Indemnitee, and the Indemnitee reasonably concludes that there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to assume the defense of such Action on the Indemnitee's behalf); (iii) the Indemnifying Party settlement does not employ counsel satisfactory require the Indemnified Party to the Indemnitee to represent the Indemnitee within a reasonable time after the Indemnitee's notice of such Action; take (ivor refrain from taking) the Indemnifying Party denies or fails to timely admit its obligation to defend and indemnify the Action; or (v) in the reasonable opinion of counsel to the Indemnitee, the claim could result in the Indemnitee becoming subject to injunctive relief or relief other than the payment of Damages that could have a materially adverse effect on the ongoing business of the Indemniteeany action.

Defense. Upon If the matter with respect to which a Party seeks indemnification (the "Indemnitee") involves a claim asserted against the Indemnitee by a third party, promptly after receipt by the Indemnitee of notice under Subsection of the commencement of any action, it will notify the other Party (athe "Indemnitor") in writing of the commencement thereof but the omission so to notify the Indemnitor will not relieve the Indemnitor from any liability which it may have to the Indemnitee unless the Indemnitor is prejudiced by such omission. In case any such action shall be brought against the Indemnitee and it shall notify the Indemnitor of the commencement thereof, the Indemnitor shall be entitled to participate in, and, to the extent that it may wish to assume the defense thereof, with counsel satisfactory to the Indemnitee, and after notice from the Indemnifying Party will have the duty Indemnitor to either to compromise or defend, at its own expense and by counsel (reasonably satisfactory to Indemnitee), such Action. The Indemnifying Party will promptly (and in any event not more than [**] after receipt of the Indemnitee's original notice) notify the Indemnitee in writing of its intention to either compromise or defend such Action. Once the Indemnifying Party notifies the Indemnitee of its election to assume the defense of an Actionthereof, the Indemnifying Party is Indemnitor shall not be liable to the Indemnitee for the fees of other counsel any legal or any other expenses subsequently incurred by the Indemnitee in connection with such defense, other than the Indemnitee's reasonable costs of investigation and cooperation. However, defense thereof unless (i) the Indemnitee shall have the right to employ employed separate counsel and in connection with the assertion of legal defenses in accordance with the proviso to participate in the defense of an Action (and the Indemnifying Party shall bear the reasonable feesthis sentence, costs, and expenses of such counsel) if: (i) the use of the counsel chosen by the Indemnifying Party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, such Action include both the Indemnifying Party and the Indemnitee, and the Indemnitee reasonably concludes that there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party Indemnitor shall not have the right to assume the defense of such Action on the Indemnitee's behalf); (iii) the Indemnifying Party does not employ employed counsel reasonably satisfactory to the Indemnitee to represent the Indemnitee within a reasonable time after time, (iii) the Indemnitee's notice Indemnitor and its counsel do not actively and vigorously pursue the defense of such Action; action, or (iv) the Indemnifying Party denies or fails to timely admit its obligation to defend and indemnify Indemnitor has authorized the Action; or (v) in the reasonable opinion employment of counsel for the Indemnitee at the expense of the Indemnitor; provided, however, that the Indemnitee shall have the right to employ counsel to represent it if, in its reasonable judgment, it is advisable for it to be represented by separate counsel because separate defenses are available, or because a conflict of interest exists between the Indemnitee and the Indemnitor in respect to such claim, and in such event the fees and expenses of such separate counsel shall be paid by the Indemnitor. In such circumstance, the Indemnitee shall designate the counsel. The Indemnitor will not be liable to the Indemnitee, Indemnitee for any settlement of any action or claim without the consent of the Indemnitor and the Indemnitor may not unreasonably withhold its consent to any settlement. The Indemnitor will not consent to entry of any judgment or enter into any settlement or compromise any claim could result in which does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnitee becoming subject of a full release from all liability with respect to injunctive relief such claim or relief other than the payment of Damages that could have a materially adverse effect on the ongoing business of the Indemniteelitigation.

Defense. Upon receipt If the facts pertaining to an indemnification loss arise out of notice under Subsection the claim of a third party (aother than Parent and its Affiliates, on the one hand and Shareholder and his Affiliates, on the other, whichever is entitled to indemnification for such matter) from and indemnification is available by virtue of the Indemniteecircumstances of the indemnification loss, the Indemnifying Party will have has the duty right, to either be exercised by delivering written notice to compromise the Indemnified Party within thirty (30) days of receipt of a Required Notice, to assume and control the defense or defendthe prosecution thereof, including the employment of counsel or accountants, at its own expense and by counsel (reasonably satisfactory to Indemnitee), such Actionexpense. The Indemnifying Party will promptly (and in any event not more than [**] after receipt assumption of the Indemnitee's original notice) notify the Indemnitee in writing of its intention to either compromise or defend such Action. Once the Indemnifying Party notifies the Indemnitee of its election to assume the defense of an Action, the Indemnifying Party is not liable to the Indemnitee for the fees of other counsel or any other expenses subsequently incurred indemnification claim by the Indemnitee in connection with such defense, other than the Indemnitee's reasonable costs of investigation and cooperation. However, the Indemnitee shall have the right to employ separate counsel and to participate in the defense of an Action (and the Indemnifying Party shall bear the reasonable fees, costs, and expenses of such counsel) if: (i) the use of the counsel chosen by the Indemnifying Party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, such Action include both the Indemnifying Party and the Indemnitee, and the Indemnitee reasonably concludes that there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have be construed as an acknowledgement that the right Indemnifying Party is liable to assume indemnify the Indemnified Party in respect of such indemnification claim, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against the Indemnified Party’s claim for indemnification If the Indemnifying Party assumes the defense of any third party claim or litigation, the obligations of the Indemnifying Party under this Agreement shall include taking all steps necessary in the investigation, defense or settlement of such claim or litigation (including the retention of legal counsel) and holding the Indemnified Party harmless from and against any and all losses caused by or arising out of any settlement approved by the Indemnified Party or any judgment in connection with such claim or litigation. The Indemnifying Party shall not, in the defense of such Action on claim or litigation, consent to entry of any judgment (except with the Indemnitee's behalfwritten consent of the Indemnified Party); , or enter into any settlement (iiiexcept with the written consent of the Indemnified Party): (a) that does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a complete release from, all liability in respect of such claim or litigation; or (b) the effect of which is to permit any injunction, declaratory judgment, other order or other equitable relief to be entered, directly or indirectly, against any Indemnified Party. The Indemnifying Party shall permit the Indemnified Party to participate in such defense or settlement through counsel chosen by the Indemnified Party, with the fees and expenses of such counsel borne by the Indemnified Party. Whether or not the Indemnifying Party does not employ counsel satisfactory chooses to so defend or prosecute any such indemnification claim, all the Indemnitee to represent the Indemnitee within parties hereto shall cooperate in good faith and in a reasonable time after the Indemnitee's notice of such Action; (iv) the Indemnifying Party denies or fails to timely admit its obligation to defend and indemnify the Action; or (v) manner in the reasonable opinion of counsel to the Indemniteedefense or prosecution thereof and shall furnish such records, the claim could result materials, information, witnesses and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in the Indemnitee becoming subject to injunctive relief or relief other than the payment of Damages that could have a materially adverse effect on the ongoing business of the Indemniteeconnection therewith.

Defense. Upon receipt of notice under Subsection (a) from If the Indemniteefacts pertaining to a Loss arise out of the claim of any third party, or if there is any claim against a third party available by virtue of the circumstances of the Loss, the Indemnifying Party will have the duty to either to compromise or defend, at its own expense and by counsel (reasonably satisfactory to Indemnitee), such Action. The Indemnifying Party will promptly (and in any event not more than [**] after receipt of the Indemnitee's original notice) notify the Indemnitee in writing of its intention to either compromise or defend such Action. Once the Indemnifying Party notifies the Indemnitee of its election to assume the defense of an Action, the Indemnifying Party is not liable to the Indemnitee for the fees of other counsel or any other expenses subsequently incurred by the Indemnitee in connection with such defense, other than the Indemnitee's reasonable costs of investigation and cooperation. However, the Indemnitee shall have the right to employ separate counsel and participate in, or by giving written notice to participate in the Indemnified Party, to elect to assume the defense of, or take full responsibility for, such audit, investigation, action, claim or proceeding, including the employment of an Action counsel or accountants, in each case reasonably satisfactory to the Indemnified Party, and the payment of the fees and disbursements of such counsel. If the Indemnifying Party declines or fails to assume the defense of, or take full responsibility for, the audit, investigation, action, claim or proceeding on the terms provided above or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within ten (10) Business Days following receipt by the Indemnifying Party of notice of the claim, then the Indemnified Party may employ counsel to represent or defend it in any such audit, investigation, action, claim or proceeding and the Indemnifying Party shall bear will pay the reasonable feesfees and disbursements of such counsel as incurred. In any audit, costsinvestigation, action, claim or proceeding for which the Indemnifying Party has assumed the defense, the Indemnified Party shall have the right to participate in such matter and to retain its own counsel at the Indemnified Party's own expense (except that the Indemnifying Party shall be responsible for the fees and expenses of such counsel) if: (i) the use of separate co-counsel to the extent the Indemnified Party reasonably concludes that the counsel chosen by the Indemnifying Party would present such counsel with has selected has a conflict of interest; (ii) ). The Indemnifying Party shall at all times use reasonable efforts to inform the actual or potential defendants in, or targets of, such Action include both Indemnified Party of the status of the defense of any matter the defense of which the Indemnifying Party has assumed and to cooperate in good faith with the IndemniteeIndemnified Party with respect to the defense of any such matter. (b) No Indemnified Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent, which shall not be unreasonably delayed or withheld, of the Indemnifying Party. No Indemnifying Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent, which shall not be unreasonably delayed or withheld, of the Indemnified Party, unless such settlement, compromise or consent (A) includes an unconditional release of the Indemnified Party and its officers, directors, employees and Affiliates from all liability arising out of such claim, and (B) does not impose an injunction or other equitable relief upon the Indemnitee reasonably concludes that there may be legal defenses available to it that are different from Indemnified Party. (c) Whether or additional to those available to not the Indemnifying Party (chooses to defend a claim, all Parties shall cooperate in which case the defense thereof and shall furnish such records, information and testimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably requested in connection therewith. The Indemnifying Party shall not have the right be subrogated to assume the defense of such Action on the Indemnitee's behalf); (iii) the Indemnifying Party does not employ counsel satisfactory to the Indemnitee to represent the Indemnitee within a reasonable time after the Indemnitee's notice of such Action; (iv) the Indemnifying Party denies or fails to timely admit its obligation to defend all rights and indemnify the Action; or (v) in the reasonable opinion of counsel to the Indemnitee, the claim could result in the Indemnitee becoming subject to injunctive relief or relief other than the payment of Damages that could have a materially adverse effect on the ongoing business remedies of the IndemniteeIndemnified Party.

Defense. Upon receipt of notice under Subsection (a) from the Indemnitee, the Indemnifying Party will have the duty to either to compromise or defend, at its own expense and by counsel (reasonably satisfactory to Indemnitee), such Action. The Indemnifying Party will promptly (and in any event not more than [**] twenty (20) days after receipt of the Indemnitee's original notice) notify the Indemnitee in writing that it acknowledges its obligation to indemnify the Indemnitee with respect to the Action pursuant to this Article 8 and of its intention to either compromise or defend such Action. Once the Indemnifying Party notifies gives such notice to the Indemnitee of its election to assume the defense of an ActionIndemnitee, the Indemnifying Party is not liable to the Indemnitee for the fees of other counsel or any other expenses subsequently incurred by the Indemnitee in connection with such defense, other than the Indemnitee's reasonable costs of investigation and cooperation. However, the Indemnitee shall will have the right to employ separate counsel and to participate in control the defense of an Action (and the Indemnifying Party shall bear the reasonable fees, costs, and expenses of such counsel) if: (i) the use of the counsel chosen by the Indemnifying Party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, such Action include both the Indemnifying Party and the Indemnitee, and the Indemnitee reasonably concludes that there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall will not have the right to assume the defense of such Action on the Indemnitee's behalf); (iii) the Indemnifying Party does not employ counsel satisfactory to the Indemnitee to represent the Indemnitee within a reasonable time after the Indemnitee's notice of such Action; (iv) the Indemnifying Party denies or fails to timely admit its obligation to defend and indemnify the Action; or (v) in the reasonable opinion of counsel to the Indemnitee, the claim could result in the Indemnitee becoming subject to injunctive relief or relief other than the payment of Damages that could have a materially adverse effect on the ongoing business of the Indemnitee.than

Defense. Upon receipt of notice under Subsection (aSection 13.2(a) from the Indemnitee, the Indemnifying Party will have the duty to either to compromise or defend, at its own expense and by counsel (reasonably satisfactory to Indemnitee), such Action. The Indemnifying Party will promptly (and in any event not more than [**] after receipt of the Indemnitee's original notice) notify the Indemnitee in writing of its intention to either compromise or defend such Action. Once the Indemnifying Party notifies the Indemnitee of its election to assume the defense of an Action, the Indemnifying Party is not liable to the Indemnitee for the fees of other counsel or any other expenses subsequently incurred by the Indemnitee in connection with such defense, other than the Indemnitee's reasonable costs of investigation and cooperation. However, the Indemnitee shall have the right to employ separate counsel and to participate in the defense of an Action (and the Indemnifying Party shall bear the reasonable fees, costs, and expenses of such counsel) if: (i) the use of the counsel chosen by the Indemnifying Party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, such Action include both the Indemnifying Party and the Indemnitee, and the Indemnitee reasonably concludes that there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to assume the defense of such Action on the Indemnitee's behalf); (iii) the Indemnifying Party does not employ counsel satisfactory to the Indemnitee to represent the Indemnitee within a reasonable time after the Indemnitee's notice of such Action; (iv) the Indemnifying Party denies or fails to timely admit its obligation to defend and indemnify the Action; or (v) in the reasonable opinion of counsel to the Indemnitee, the claim could result in the Indemnitee becoming subject to injunctive relief or relief other than the payment of Damages that could have a materially adverse effect on the ongoing business of the Indemnitee.

Defense. Upon receipt of notice under Subsection (a) from If the Indemniteefacts pertaining to a Loss arise out of the claim of any third party, or if there is any claim against a third party available by virtue of the circumstances of the Loss, the Indemnifying Indemnity Obligor may, by giving written notice to the Indemnified Party will have the duty to either to compromise or defend, at within thirty (30) days following its own expense and by counsel (reasonably satisfactory to Indemnitee), such Action. The Indemnifying Party will promptly (and in any event not more than [**] after receipt of the Indemnitee's original notice) notify the Indemnitee in writing notice of its intention to either compromise or defend such Action. Once the Indemnifying Party notifies the Indemnitee of its election claim, elect to assume the defense or the prosecution thereof, including the employment of an Actioncounsel or accountants at its cost and expense; provided, however, that during the Indemnifying interim the Indemnified Party is shall use its best efforts to take all action (not liable including settlement) reasonably necessary to protect against further damage or loss with respect to the Indemnitee for Loss; provided further that the fees of other counsel or any other reasonable costs and expenses subsequently incurred by the Indemnitee such Indemnified Party in connection with such defense, other than the Indemnitee's reasonable costs of investigation and cooperation. However, the Indemnitee protecting against further damage will be considered a Loss. (b) The Indemnified Party shall have the right to participate in such defense and to employ counsel separate from counsel employed by the Indemnity Obligor in any such action and to participate in therein, but the defense of an Action (and the Indemnifying Party shall bear the reasonable fees, costs, fees and expenses of such counselcounsel shall be not be considered a Loss and shall be at the Indemnified Party’s own expense unless (A) if:the counsel selected by the Indemnity Obligor shall be unwilling or unable to represent the Indemnified Party, or (B) a legal conflict of interest exists between the Indemnity Obligor and the Indemnified Party such that joint representation would be inappropriate, or (C) a court of competent jurisdiction determines that the Indemnity Obligor failed or is failing to vigorously prosecute or defend such claims, in each of which cases the reasonable fees and expenses of separate counsel engaged by the Indemnified Party shall also be a Loss for which indemnity is provided by the Indemnity Obligor. (ic) Whether or not the use of Indemnity Obligor chooses so to defend or prosecute such claim, all the counsel chosen by parties hereto shall cooperate in the Indemnifying Party would present defense or prosecution thereof and shall furnish such counsel with a conflict of interest; (ii) the actual or potential defendants inrecords, or targets ofinformation and testimony and shall attend such conferences, such Action include both the Indemnifying Party discovery proceedings and the Indemnitee, and the Indemnitee reasonably concludes that there trials as may be legal defenses available to it that are different from reasonably requested in connection therewith. If the Indemnity Obligor assumes the defense or additional to those available to prosecution of such claim, the Indemnifying Party (in which case the Indemnifying Party Indemnity Obligor shall not have the right to assume settle the defense claim if such settlement involves only money damages; provided that the Indemnity Obligor shall obtain the prior written consent of the Indemnified Party before entering into any settlement of a claim if, as a result of such Action on settlement, injunctive or other equitable relief will be imposed against the Indemnitee's behalf); (iii) the Indemnifying Indemnified Party or if such settlement does not employ counsel satisfactory expressly and unconditionally release the Indemnified Party from all liabilities and obligations with respect to such claim, without prejudice. The Indemnity Obligor shall not be liable for any settlement of any such claim effected without its prior written consent, which consent shall not be unreasonably withheld or delayed. In the event and to the Indemnitee extent of payment by the Indemnity Obligor to represent the Indemnitee within Indemnified Party in connection with any Loss arising out of a reasonable time after third party claim, the Indemnitee's notice Indemnity Obligor shall be subrogated to and shall stand in the place of the Indemnified Party to the extent of such Action; (iv) payment as to any events or circumstances in respect of which the Indemnifying Indemnified Party denies may have any right or fails claim against such third party relating to timely admit its obligation to defend such indemnified matter. The Indemnified Party shall cooperate with the Indemnity Obligor in prosecuting any subrogated claim, and indemnify the Action; or (v) in the reasonable opinion of counsel to fees and expenses incurred by the Indemnitee, Indemnified Party in providing such cooperation shall also be a Loss for which indemnity is provided by the claim could result in the Indemnitee becoming subject to injunctive relief or relief other than the payment of Damages that could have a materially adverse effect on the ongoing business of the IndemniteeIndemnity Obligor.

Defense. Upon receipt If any of notice the indemnified parties is made or threatened ------- to be made a defendant in or party to any action or proceeding, judicial or administrative, instituted by any third Person for the liability under Subsection which or the costs or expenses of which any of the indemnified parties is entitled to be indemnified pursuant to Paragraph 18 (a) from the Indemniteeany such third party action or proceeding being referred to as an "Indemnification Claim"), the Indemnifying Party will have indemnified party or parties shall give prompt notice thereof to the duty indemnifying party; provided -------- that the failure to either give such notice shall not affect the indemnified party or parties' ability to compromise seek indemnification hereunder unless such failure has materially and adversely affected the indemnifying party or defendparties' ability to prosecute successfully an Indemnification Claim. Each indemnified party shall permit the indemnifying party, at its own expense and by counsel (reasonably satisfactory to Indemnitee)expense, such Action. The Indemnifying Party will promptly (and in any event not more than [**] after receipt of the Indemnitee's original notice) notify the Indemnitee in writing of its intention to either compromise or defend such Action. Once the Indemnifying Party notifies the Indemnitee of its election to assume the defense of an Actionany such claim or any litigation to which this Paragraph 18.4 may be applicable, by counsel reasonably satisfactory to the indemnified party or parties; provided, -------- that the indemnified party or parties shall be entitled at any time, at its or their own cost and expense (which expense shall not be recoverable from the indemnifying party unless the indemnifying party is not adequately representing or, because of a conflict of interest, may not adequately represent, the Indemnifying Party is not liable indemnified party or parties' interests), to participate in such claim, action or proceeding and to be represented by attorneys of its or their own choosing. If the Indemnitee for the fees of other counsel indemnified party or any other expenses subsequently incurred by the Indemnitee parties elects to participate in connection with such defense, other than such party or parties will cooperate with the Indemnitee's reasonable costs indemnifying party in the conduct of investigation and cooperationsuch defense. HoweverThe indemnified party or parties may not concede, settle or compromise any Indemnification Claim without the Indemnitee shall have consent of the right to employ separate counsel and to participate indemnifying party. The indemnifying party, in the defense of any such claim or litigation, shall not, except with the approval of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an Action (and unconditional term thereof the Indemnifying Party shall bear the reasonable fees, costs, and expenses of such counsel) if: (i) the use of the counsel chosen giving by the Indemnifying Party would present claimant or plaintiff to such counsel with indemnified party or parties of a conflict of interest; (ii) the actual full and complete release from all liability in respect to such claim or potential defendants in, or targets of, such Action include both the Indemnifying Party and the Indemnitee, and the Indemnitee reasonably concludes that there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to assume the defense of such Action on the Indemnitee's behalf); (iii) the Indemnifying Party does not employ counsel satisfactory to the Indemnitee to represent the Indemnitee within a reasonable time after the Indemnitee's notice of such Action; (iv) the Indemnifying Party denies or fails to timely admit its obligation to defend and indemnify the Action; or (v) in the reasonable opinion of counsel to the Indemnitee, the claim could result in the Indemnitee becoming subject to injunctive relief or relief other than the payment of Damages that could have a materially adverse effect on the ongoing business of the Indemniteelitigation.

Defense. Upon receipt In the case of notice under Subsection (a) from the Indemniteea third party claim, the Indemnifying Party will may, at its option, control the defense of an Indemnifiable Claim at such Indemnifying Party’s expense with counsel reasonably satisfactory to the Indemnified Party. Notwithstanding the foregoing, the Indemnified Party shall have the duty right to either to compromise or defend, retain counsel of its choice at its own expense and by counsel (reasonably satisfactory to Indemnitee), such Action. The Indemnifying Party will promptly (and in any event not more than [**] after receipt of the Indemnitee's original notice) notify the Indemnitee in writing of its intention to either compromise or defend such Action. Once the Indemnifying Party notifies the Indemnitee of its election to assume the defense of an Action, the Indemnifying Party is not liable to the Indemnitee for the fees of other counsel or any other expenses subsequently incurred by the Indemnitee in connection with such defense, other than the Indemnitee's reasonable costs of investigation and cooperation. However, the Indemnitee shall have the right to employ separate counsel and to participate in the defense of an Action (and the Indemnifiable Claim; provided, however, that the Indemnifying Party shall bear pay the reasonable fees, costs, fees and expenses disbursements of such counsel) if: separate counsel if (i1) the use employment of the such separate counsel chosen has been specifically authorized in writing by the Indemnifying Party would present such counsel with a conflict of interest; Party; or (ii2) the actual named parties to the proceeding in which such claim, demand, action or potential defendants in, or targets of, such Action cause of action has been asserted include both the Indemnifying Party and such Indemnified Party and, in the Indemniteereasonable judgment of counsel to such Indemnified Party, and the Indemnitee reasonably concludes there exists one or more good faith defenses that there may be legal defenses available to it the Indemnified Party that are different from or additional to in conflict with those available to the Indemnifying Party (in which case or that the Indemnifying Party and Indemnified Party have actual material conflicting interests with respect to such claim, demand, action or course of action. Notwithstanding the foregoing, the Indemnifying Party shall not have be liable for the right to assume 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 defense of such Action on the Indemnitee's behalf); (iii) same general allegations or circumstances. If the Indemnifying Party does not employ counsel satisfactory to the Indemnitee to represent the Indemnitee within a reasonable time after the Indemnitee's notice of assume such Action; (iv) defense or the Indemnifying Party denies or fails notifies the Indemnified Party within thirty days that it will not assume such defense, the Indemnified Party may control the defense of such claim and may settle the claim on behalf of and for the account and risk of the Indemnifying Party, who shall be bound by the result. In all cases, the party without the right to timely admit its obligation to defend and indemnify control the Action; or (v) defense of the Indemnifiable Claim may participate in the reasonable opinion of counsel defense at its own expense, subject to the Indemnitee, the claim could result in the Indemnitee becoming subject to injunctive relief or relief other than the payment second sentence of Damages that could have a materially adverse effect on the ongoing business of the Indemniteethis paragraph.

Defense. Upon receipt of notice under Subsection (aSo long as the conditions set forth in Section 8.4(a)(i) from the Indemnitee, for the Indemnifying Party will have the duty to either to compromise or defend, at its own expense and by counsel (reasonably satisfactory to Indemnitee), such Action. The Indemnifying Party will promptly (and in any event not more than [**] after receipt of the Indemnitee's original notice) notify the Indemnitee in writing of its intention to either compromise or defend such Action. Once the Indemnifying Party notifies the Indemnitee of its election to assume the defense of an Actiona Third Party Claim are and remain satisfied and the Indemnifying Party is vigorously defending such Third Party Claim, the Indemnifying Party is not liable may conduct the defense of the Third Party Claim to the Indemnitee for the fees of other extent permitted by this Agreement. The Indemnified Party may retain separate co-counsel or any other expenses subsequently incurred by the Indemnitee at its sole cost and expense to represent it in connection with such defensethe Third Party Claim, other than the Indemnitee's reasonable costs of investigation and cooperation. However, the Indemnitee shall have the right to employ separate counsel and to participate in the defense of an Action (and the Indemnifying Party shall bear the reasonable fees, costscooperate, and expenses of such counsel) if: (i) the use of cause the counsel chosen selected by the Indemnifying Party would present to cooperate, with such co-counsel in connection with the response, defense and settlement of the Third Party Claim and any related suit or proceeding. If there exists or is reasonably likely to exist a conflict of interest; interest that would make it inappropriate, as advised in writing by outside counsel to the Indemnified Party, for the same counsel to represent both the Indemnified Party and the Indemnifying Party, then the Indemnified Party shall be entitled to retain one separate counsel in each jurisdiction for which the Indemnified Party reasonably determines counsel is required, which counsel shall be reasonably acceptable to the Indemnifying Party, at the expense of the Indemnifying Party. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed), admit any Liability with respect to, settle, compromise or discharge the Third Party Claim if the admission, settlement, compromise or discharge (i) imposes anything, including the imposition of an injunction or other equitable relief upon the Indemnified Party, other than monetary damages fully indemnified and paid by the Indemnifying Party, (ii) does or would reasonably be expected to interfere with or adversely affect the actual business, operations or potential defendants inassets of the Indemnified Party or any of its Affiliates, (iii) does not include an unconditional provision whereby the plaintiff or targets of, such Action include both claimant in the Indemnifying matter completely and unconditionally releases the Indemnified Party and its Affiliates from all Liability with respect to such matter, with prejudice, (iv) involves Taxes or (v) would result in the Indemniteefinding or admission of any violation of Law or Governmental Order by the Indemnified Party. With respect to the defense of any Third Party Claim, the party responsible for the defense of the Third Party Claim shall, to the extent reasonably requested by the other party, keep such other party informed as to the status of such claim, including all settlement negotiations and offers and shall: (A) conduct the defense of the Third Party Claim actively and vigorously and keep the other Party fully informed of material developments in the Third Party Claim at all stages thereof, (B) promptly submit to the other Party copies of all pleadings, responsive pleadings, motions and other similar legal documents and papers received or filed in connection therewith, (C) permit the other Party and its counsel to confer on the conduct of the defense thereof, and (D) permit the Indemnitee reasonably concludes that there may be legal defenses available other Party and its counsel an opportunity to it that are different from or additional to those available to the Indemnifying Party (in review and comment on, which case comments the Indemnifying Party shall not have the right reasonably consider, all legal papers to assume the defense of such Action on the Indemnitee's behalf); (iii) the Indemnifying Party does not employ counsel satisfactory be submitted prior to the Indemnitee to represent the Indemnitee within a reasonable time after the Indemnitee's notice of such Action; (iv) the Indemnifying Party denies or fails to timely admit its obligation to defend and indemnify the Action; or (v) in the reasonable opinion of counsel to the Indemnitee, the claim could result in the Indemnitee becoming subject to injunctive relief or relief other than the payment of Damages that could have a materially adverse effect on the ongoing business of the Indemniteetheir submission.

Defense. Upon receipt of notice under Subsection (a) from Promptly after the Indemniteereceipt by any person entitled to indemnification under Section 9.2 or 9.3 herein of notice of (i) any claim or (ii) the commencement of any action or proceeding, such party (the "Aggrieved Party") will, if the claim with respect thereto is made against any party obligated to provide indemnification pursuant to Section 9.2 or 9.3 herein (the "Indemnifying Party"), give such Indemnifying Party written notice of such claim or the commencement of such action or proceeding and shall permit the Indemnifying Party will have the duty to either to compromise or defend, at its own expense and by counsel (reasonably satisfactory to Indemnitee), such Action. The Indemnifying Party will promptly (and in any event not more than [**] after receipt of the Indemnitee's original notice) notify the Indemnitee in writing of its intention to either compromise or defend such Action. Once the Indemnifying Party notifies the Indemnitee of its election to assume the defense of any such claim or any proceeding or litigation resulting from such claim, unless the action or proceeding seeks an Action, injunction or other similar relief against the Aggrieved Party or there is a conflict of interest between it and the Indemnifying Party is not liable in the conduct of the defense of such action. Failure by the Indemnifying Party to notify the Aggrieved Party of its election to defend any such proceeding or action within a reasonable time, but in no event more than 15 days after written notice thereof shall have been given to the Indemnitee for Indemnifying Party, shall be deemed a waiver by the fees Indemnifying Party of other its right to defend such action. (b) If the Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom with counsel reasonably acceptable to the Aggrieved Party, the obligations of the Indemnifying Party as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to holding the Aggrieved Party harmless from and against any losses, damages and liabilities caused by or arising out of any settlement or any other expenses subsequently incurred by the Indemnitee judgment in connection with such defenseclaim or litigation resulting therefrom. The Aggrieved Party may participate, other than the Indemnitee's reasonable costs of investigation and cooperation. Howeverat its expense, the Indemnitee shall have the right to employ separate counsel and to participate in the defense of an Action (and such claim or litigation provided that the Indemnifying Party shall bear direct and control the reasonable fees, costs, and expenses defense of such counsel) if:claim or litigation. The Aggrieved Party shall cooperate and make available all books and records reasonably necessary and useful in connection with the defense. The Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to entry of any judgment, except with the written consent of the Aggrieved Party, or enter into any settlement, except with the written consent of the Aggrieved Party. (ic) the use of the counsel chosen by the Indemnifying Party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, such Action include both the Indemnifying Party and the Indemnitee, and the Indemnitee reasonably concludes that there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party (in which case If the Indemnifying Party shall not have the right to assume the defense of any such Action on claim or litigation resulting therefrom, the Indemnitee's behalf); (iii) Aggrieved Party may defend against such claim or litigation in such manner as it may deem appropriate and reasonably satisfactory to the Aggrieved Party. The Indemnifying Party shall promptly reimburse the Aggrieved Party for the amount of all expenses, legal or otherwise, as incurred by the Aggrieved Party in connection with the defense against or settlement of such claim or litigation. No settlement of claim or litigation shall be made without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld. If no settlement of the claim or litigation is made, the Indemnifying Party does not employ counsel satisfactory shall promptly reimburse the Aggrieved Party for the amount of any judgment rendered with respect to such claim or in such litigation and of all expenses, legal or otherwise, as incurred by the Indemnitee Aggrieved Party in the defense against such claim or litigation. (d) The rights to represent indemnification hereunder shall apply to claims made by either party against the Indemnitee within a reasonable time after the Indemnitee's other whereby written notice of such Action; (iv) the Indemnifying Party denies or fails to timely admit its obligation to defend and indemnify the Action; or (v) in the reasonable opinion of counsel to the Indemnitee, the claim could result in has been made and delivered within the Indemnitee becoming subject to injunctive relief or relief other than the payment of Damages that could have a materially adverse effect on the ongoing business period of the Indemniteeapplicable statute of limitations.

Defense. Upon receipt In the event any third Party shall make a demand or claim or file or threaten to file or continue any lawsuit, which demand, claim or lawsuit may result in liability to an Indemnified Party in respect of matters embraced by the indemnity under this Agreement, or in the event that a potential Loss, damage or expense comes to the attention of any Party in respect of matters embraced by the indemnity under this Agreement, then the Party receiving notice under Subsection or becoming aware of such event shall promptly notify the other Party in writing of the demand, claim or lawsuit. Within ten days after written notice by the Indemnified Party (athe “Notice”) from to an Indemnifying Party of such demand, claim or lawsuit, except as provided in the Indemniteenext sentence, the Indemnifying Party will shall have the duty option, at its sole cost and expense, to either retain counsel for the Indemnified Party to compromise defend any such demand, claim or defendlawsuit; provided that counsel who will conduct the defense of such demand, claim or lawsuit will be approved by the Indemnified Party whose approval will not unreasonably be withheld. The Indemnified Party shall have the right, at its own expense and by counsel (reasonably satisfactory to Indemnitee)expense, such Action. The Indemnifying Party will promptly (and in any event not more than [**] after receipt of the Indemnitee's original notice) notify the Indemnitee in writing of its intention to either compromise or defend such Action. Once the Indemnifying Party notifies the Indemnitee of its election to assume the defense of an Action, the Indemnifying Party is not liable to the Indemnitee for the fees of other counsel or any other expenses subsequently incurred by the Indemnitee in connection with such defense, other than the Indemnitee's reasonable costs of investigation and cooperation. However, the Indemnitee shall have the right to employ separate counsel and to participate in the defense of an Action (and the Indemnifying Party shall bear the reasonable feesany suit, costsaction or proceeding brought against it with respect to which indemnification may be sought hereunder; provided, and expenses of such counsel) if: however, if (i) the use of the counsel chosen by the Indemnifying Party would present named parties to any such counsel with a conflict of interest; proceeding (iiincluding any impleaded parties) the actual or potential defendants in, or targets of, such Action include both the Indemnifying Party and the IndemniteeIndemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, and the Indemnitee reasonably concludes that there may be legal defenses available to it that are different from Indemnifying Party has not retained separate counsel for the Indemnified Party, (ii) the employment of counsel by such Indemnified Party has been authorized in writing by the Indemnifying Party, or additional to those available to (iii) the Indemnifying Party (has not in which case the Indemnifying Party shall not have the right fact employed counsel to assume the defense of such Action on action within a reasonable time; then, the Indemnitee's behalf); (iii) Indemnified Party shall have the right to retain its own counsel at the sole cost and expense of the Indemnifying Party, which costs and expenses shall be paid by the Indemnifying Party does not employ on a current basis. No Indemnifying Party, in the defense of any such demand, claim or lawsuit, will consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party. If any Indemnified Party will have been advised by counsel satisfactory chosen by it that there may be one or more legal defenses available to the Indemnitee such Indemnified Party which are different from or in addition to represent the Indemnitee within a reasonable time after the Indemnitee's notice of such Action; (iv) those which have been asserted by the Indemnifying Party denies and counsel retained by the Indemnifying Party declines to assert those defenses, then, at the election of the Indemnified Party, the Indemnifying Party will not have the right to continue the defense of such demand, claim or fails to timely admit its obligation to defend lawsuit on behalf of such Indemnified Party and indemnify the Action; or (v) in will reimburse such Indemnified Party and any Person controlling such Indemnified Party on a current basis for the reasonable opinion fees and expenses of any counsel retained by the Indemnified Party to undertake the defense. In the event that the Indemnifying Party shall fail to respond within ten days after receipt of the Notice, the Indemnified Party may retain counsel and conduct the defense of such demand, claim or lawsuit, as it may in its sole discretion deem proper, at the sole cost and expense of the Indemnifying Party, which costs and expenses shall be paid by the Indemnifying Party on a current basis. Failure to provide Notice shall not limit the rights of such party to indemnification, except to the Indemnitee, extent the claim could result in the Indemnitee becoming subject to injunctive relief or relief other than the payment of Damages that could have a materially adverse effect on the ongoing business Indemnifying Party’s defense of the Indemniteeaction is actually prejudiced by such failure.

Defense. Upon receipt In the event any Third Party makes a demand or claim or file or threaten to file or continue any lawsuit, which demand, claim or lawsuit may result in liability to an Indemnified Party in respect of matters embraced by the indemnity under this Agreement, or in the event that a potential Loss comes to the attention of any Party in respect of matters embraced by the indemnity under this Agreement, then the Party receiving notice under Subsection or becoming aware of such event will promptly notify the other Party in writing of the demand, claim or lawsuit. Within ten days after written notice by the Indemnified Party (athe “Notice”) from to an Indemnifying Party of such demand, claim or lawsuit, except as provided in the Indemniteenext sentence, the Indemnifying Party will have the duty option, at its sole cost and expense, to either retain counsel for the Indemnified Party to compromise defend any such demand, claim or defendlawsuit, provided that counsel who will conduct the defense of such demand, claim or lawsuit will be approved by the Indemnified Party, which approval will not unreasonably be withheld. The Indemnified Party will have the right, at its own expense and by counsel (reasonably satisfactory to Indemnitee)expense, such Action. The Indemnifying Party will promptly (and in any event not more than [**] after receipt of the Indemnitee's original notice) notify the Indemnitee in writing of its intention to either compromise or defend such Action. Once the Indemnifying Party notifies the Indemnitee of its election to assume the defense of an Action, the Indemnifying Party is not liable to the Indemnitee for the fees of other counsel or any other expenses subsequently incurred by the Indemnitee in connection with such defense, other than the Indemnitee's reasonable costs of investigation and cooperation. However, the Indemnitee shall have the right to employ separate counsel and to participate in the defense of an Action any suit, action or proceeding brought against it with respect to which indemnification may be sought hereunder; provided, however, if (and the Indemnifying Party shall bear the reasonable fees, costs, and expenses of such counsel) if: (iA)(i) the use of the counsel chosen by the Indemnifying Party would present named parties to any such counsel with a conflict of interest; proceeding (iiincluding any impleaded parties) the actual or potential defendants in, or targets of, such Action include both the Indemnifying Party and the IndemniteeIndemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, and the Indemnitee reasonably concludes that there may be legal defenses available to it that are different from Indemnifying Party has not retained separate counsel for the Indemnified Party and (ii) the employment of counsel by such Indemnified Party has been authorized in writing by the Indemnifying Party, or additional to those available to (B) the Indemnifying Party (has not in which case the Indemnifying Party shall not have the right fact employed counsel to assume the defense of such Action on action within a reasonable time; then, the Indemnitee's behalf); (iii) Indemnified Party will have the right to retain its own counsel at the sole cost and expense of the Indemnifying Party, which costs and expenses will be paid by the Indemnifying Party does on a current basis. No Indemnifying Party, in the defense of any such demand, claim or lawsuit, will consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party which consent will not employ counsel satisfactory to be unreasonably withheld. In the Indemnitee to represent the Indemnitee within a reasonable time after the Indemnitee's notice of such Action; (iv) event that the Indemnifying Party denies will fail to respond within twenty days after receipt of the Notice, the Indemnified Party may retain counsel and conduct the defense of such demand, claim or fails lawsuit, as it may in its sole discretion deem proper, at the sole cost and expense of the Indemnifying Party, which costs and expenses will be paid by the Indemnifying Party on a current basis. Failure to timely admit its obligation provide Notice will not limit the rights of such party to defend and indemnify the Action; or (v) in the reasonable opinion of counsel indemnification, except to the Indemnitee, extent the claim could result in the Indemnitee becoming subject to injunctive relief or relief other than the payment of Damages that could have a materially adverse effect on the ongoing business Indemnifying Party’s defense of the Indemniteeaction is prejudiced by such failure.

Defense. Upon receipt of notice under Subsection (a) from the IndemniteeIf any claim, demand or liability is asserted by any third party against any Indemnified Party, the Indemnifying Party will shall be entitled to participate therein and defend any action or proceeding brought against the Indemnified Party in respect of matters embraced by the indemnity, and the Indemnifying Party shall have the duty right to either conduct and control the defense subject to compromise or defend, at its own expense and by counsel (reasonably satisfactory to Indemnitee), such Action. The Indemnifying Party will promptly (and in any event not more than [**] after receipt of the IndemniteeIndemnified Party's original notice) notify the Indemnitee approval in writing of its intention to either compromise or defend such Actionoutside counsel selected by the Indemnifying Party. Once After notice from the Indemnifying Party notifies to the Indemnitee Indemnified Party of its election to assume the defense of an Actionsuch claim or action, the Indemnifying Party is shall not be liable to the Indemnitee Indemnified Party under this Section 10 for the fees of other counsel any legal or any other expenses subsequently incurred by the Indemnitee Indemnified Party in connection with such defense, the defense thereof other than the Indemnitee's reasonable costs of investigation and cooperationinvestigation. However, In any action defended by the Indemnitee Indemnifying Party the Indemnified Party shall have the right to employ separate be represented by its own counsel and to participate at its own expense unless (1) the employment of such counsel shall have been authorized in writing by the defense of an Action Indemnifying Party or (and 2) the Indemnifying Party shall bear not have properly employed counsel reasonably satisfactory to such Indemnified Party to have charge of the reasonable fees, costs, defense of such action; in each of such cases such fees and expenses of such counsel) if: (i) the use of the counsel chosen shall be paid by the Indemnifying Party would present Party. In addition, if the named parties to any such counsel with a conflict of interest; action, suit or proceeding (iiincluding any impleaded parties) the actual or potential defendants in, or targets of, such Action shall include both the Indemnifying such Indemnified Party and the IndemniteeIndemnifying Party, and the Indemnitee reasonably concludes such Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to it that which are different from from, or additional to to, those available to the Indemnifying Party, and if such Indemnified Party (notifies the Indemnifying Party in which case writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of such Action action, suit or proceeding on behalf of such Indemnified Party, and the Indemnitee's behalf); (iii) Indemnified Party may participate in the defense of such action, suit or proceeding and such fees and expenses shall be paid by the Indemnifying Party; it being understood, however, that the Indemnifying Party does not employ shall not, in connection with any one such action or separate but substantially similar or related actions in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to any local counsel satisfactory for all such Indemnified Parties). The Indemnifying Party will not, without Indemnified Party's written consent, settle or compromise any indemnifiable claim or consent to the Indemnitee to represent entry of any judgment in respect thereof unless such settlement, compromise or consent includes an unconditional release of the Indemnitee within a reasonable time after the Indemnitee's notice Indemnified Party from all liability in respect of such Action; (iv) the Indemnifying Party denies or fails to timely admit its obligation to defend and indemnify the Action; or (v) Indemnifiable Claim. The parties shall cooperate in the reasonable opinion defense of counsel all third party claims which may give rise to the Indemnitee, the claim could result in the Indemnitee becoming subject to injunctive relief or relief other than the payment of Damages that could have a materially adverse effect on the ongoing business of the IndemniteeIndemnifiable Claims hereunder.

Defense. Upon receipt of notice under Subsection (a) from the Indemnitee, the Indemnifying Party will shall have the duty to either to compromise or defend, at its own expense and by counsel (reasonably satisfactory to Indemnitee), ) such Action. The Indemnifying Party will shall promptly (and in any event not more than [**] twenty (20) days after receipt of the Indemnitee's original notice) notify the Indemnitee in writing that it wishes to assume control of the Action pursuant to this Section 12 and of its intention to either compromise or defend such Action. The assumption of the defense of an Action by the Indemnifying Party shall not be construed as an acknowledgement that the Indemnifying Party is liable to indemnify the Indemnitee in respect of the Action, nor shall it constitute a waiver by the Indemnifying Party of any defenses it may assert against any Indemnified Party's claim for indemnification. Once the Indemnifying Party notifies gives such notice to the Indemnitee of its election to assume the defense of an ActionIndemnitee, the Indemnifying Party is not liable to the Indemnitee for the fees of other counsel or any other expenses subsequently incurred by the Indemnitee in connection with such defense, other than the Indemnitee's reasonable costs of investigation and cooperation. However, the Indemnitee shall have the right to employ separate counsel and to participate in control the defense of an Action (and the Indemnifying Party shall bear the reasonable fees, costs, and expenses of such counsel) if: (i) the use of the counsel chosen by the Indemnifying Party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, such Action include both the Indemnifying Party and the Indemnitee, and the Indemnitee reasonably concludes that there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to assume the defense of such Action on the Indemnitee's behalf); (iii) the Indemnifying Party does not employ counsel reasonably satisfactory to the Indemnitee to represent the Indemnitee within a reasonable time after the Indemnitee's notice of such Action; (iv) the Indemnifying Party denies or fails to timely admit its obligation to defend and indemnify the Action; or (viv) in the reasonable opinion of counsel to the Indemnitee, the claim could result in the Indemnitee becoming subject to injunctive relief or relief other than the payment of Damages Losses that could have a materially adverse effect on the ongoing business of the Indemnitee; provided, however, that in no event shall the Indemnifying Party be obligated to bear the fees, costs and expenses of more than one (1) separate counsel for all of the other Party's Indemnitees in such Action.

Defense. Upon receipt of notice under Subsection (a) from the IndemniteeIf any claim, demand or liability is asserted by any third party against any Indemnified Party, the Indemnifying Party will shall have the duty right and shall upon the written request of the Indemnified Party, defend any Actions brought against the Indemnified Party in respect of any Indemnifiable Claims with counsel of its choice reasonably acceptable to either the Indemnified Party and, in the case of a Tax-related Action, tax advisors of its choice reasonably acceptable to compromise the Indemnified Party. In any such action or defendproceeding, the Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at its own expense and by counsel unless (reasonably satisfactory to Indemnitee), such Action. The Indemnifying Party will promptly (and in any event not more than [**] after receipt of the Indemnitee's original noticea) notify the Indemnitee in writing of its intention to either compromise or defend such Action. Once the Indemnifying Party notifies and the Indemnitee Indemnified Party mutually agree in writing to the retention of such counsel, or (b) the named parties to any such suit, action or proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and in the reasonable judgment of the Indemnified Party, representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inadvisable due to potential conflicts of interests between them. The Parties shall cooperate and may participate in the defense of all third-party claims which may give rise to Indemnifiable Claims hereunder. If the Indemnifying Party assumes the defense (i) it shall be conclusively established for purposes of this Agreement that the claims made in the Action are within the scope of and subject to indemnification but only if the Indemnifying Party assumed the defense pursuant to clause (a) above and not clause (b); and (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party's written consent (which consent shall not be unreasonably withheld) unless there is no finding or admission of any violation of legal requirement or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified Party, or the exclusive relief provided is monetary damages that are paid in full by the Indemnifying Party. If written notice is given to an Indemnifying Party of the commencement of any Action and the Indemnifying Party does not, within twenty (20) days after the Indemnified Party's written notice is given, give written notice to the Indemnified Party of its election to assume the defense of an such Action, the Indemnifying Party is not liable shall be bound by any determination made in such Action or any compromise or settlement effected by the Indemnified Party. In connection with the defense of any claim, each Party shall make available to the Indemnitee for the fees of other counsel or any other expenses subsequently incurred by the Indemnitee in connection with Party controlling such defense, any books, records or other than the Indemnitee's reasonable costs of investigation and cooperation. However, the Indemnitee shall have the right to employ separate counsel and to participate documents within its control that are reasonably requested in the defense course of an Action (and the Indemnifying Party shall bear the reasonable fees, costs, and expenses of or necessary or appropriate for such counsel) if: (i) the use of the counsel chosen by the Indemnifying Party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, such Action include both the Indemnifying Party and the Indemnitee, and the Indemnitee reasonably concludes that there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to assume the defense of such Action on the Indemnitee's behalf); (iii) the Indemnifying Party does not employ counsel satisfactory to the Indemnitee to represent the Indemnitee within a reasonable time after the Indemnitee's notice of such Action; (iv) the Indemnifying Party denies or fails to timely admit its obligation to defend and indemnify the Action; or (v) in the reasonable opinion of counsel to the Indemnitee, the claim could result in the Indemnitee becoming subject to injunctive relief or relief other than the payment of Damages that could have a materially adverse effect on the ongoing business of the Indemniteedefense.

Defense. Upon receipt In the event any Person not a party to this Agreement shall make a demand or claim or file or threaten to file or continue any lawsuit, which demand, claim or lawsuit may result in liability to an Indemnified Party in respect of matters embraced by the indemnity under this Agreement, or in the event that a potential Loss, damage or expense comes to the attention of Buyer or Seller in respect of matters covered by the indemnity under this Agreement, then the party receiving notice under Subsection or becoming aware of such event shall promptly notify the other party of the demand, claim or lawsuit. Within ten days after notice by the Indemnified Party (athe "Notice") to the Indemnifying Party of such demand, claim or lawsuit, except as provided in the next sentence, the Indemnifying Party shall have the option, at its sole cost and expense, to retain counsel for the Indemnified Party to defend any such demand, claim or lawsuit, provided that counsel who will conduct the defense of such demand, claim or lawsuit must be approved by the Indemnified Party, whose approval will not be unreasonably withheld. The Indemnified Party shall have the right, at its own expense, to participate in the defense of any suit, action or proceeding brought against it with respect to which indemnification may be sought hereunder; provided, however, if (i) the named parties to any such proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, (ii) the employment of counsel by such Indemnified Party has been authorized in writing by the Indemnifying Party, or (iii) the Indemnifying Party has not in fact employed counsel to assume the defense of such action within a reasonable time; then, the Indemnified Party shall have the right to retain its own counsel at the sole cost and expense of the Indemnifying Party, which costs and expenses shall be paid by the Indemnifying Party on a current basis. No Indemnified Party, in the defense of any such demand, claim or lawsuit, will consent to entry of any judgment or enter into any settlement without the consent of the Indemnifying Party. If any Indemnified Party is advised by its chosen counsel that there may be one or more legal defenses available to such Indemnified Party which are different from or in addition to those which have been asserted by the IndemniteeIndemnifying Party, at the election of the Indemnified Party, the Indemnifying Party will have the duty right to either continue the defense of such demand, claim or lawsuit on behalf of such Indemnified Party and will reimburse such Indemnified Party and any Person controlling such Indemnified Party on a current basis for the reasonable fees and expenses of any counsel retained by the Indemnified Party under this subparagraph (b) to compromise or defend, at its own expense and by counsel (reasonably satisfactory to Indemnitee), such Actionundertake the defense. The In the event that the Indemnifying Party will promptly (and in any event not more than [**] shall fail to respond within ten days after receipt of the Indemnitee's original notice) notify Notice, the Indemnitee in writing of its intention to either compromise or defend such Action. Once the Indemnifying Indemnified Party notifies the Indemnitee of its election to assume may retain counsel and conduct the defense of an Actionsuch demand, claim or lawsuit, as it may in its sole discretion deem proper, at the sole cost and expense of the Indemnifying Party is not liable to the Indemnitee for the fees of other counsel or any other expenses subsequently incurred by the Indemnitee in connection with such defenseParty, other than the Indemnitee's reasonable which costs of investigation and cooperation. However, the Indemnitee shall have the right to employ separate counsel and to participate in the defense of an Action (and the Indemnifying Party shall bear the reasonable fees, costs, and expenses of such counsel) if: (i) the use of the counsel chosen shall be paid by the Indemnifying Party would present on a current basis. Failure to provide Notice shall not limit the rights of such counsel with a conflict of interest; (ii) party to indemnification, except to the actual or potential defendants in, or targets of, such Action include both extent the Indemnifying Party and the Indemnitee, and the Indemnitee reasonably concludes that there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to assume the Party's defense of the action is actually prejudiced by such Action on the Indemnitee's behalf); (iii) the Indemnifying Party does not employ counsel satisfactory to the Indemnitee to represent the Indemnitee within a reasonable time after the Indemnitee's notice of such Action; (iv) the Indemnifying Party denies or fails to timely admit its obligation to defend and indemnify the Action; or (v) in the reasonable opinion of counsel to the Indemnitee, the claim could result in the Indemnitee becoming subject to injunctive relief or relief other than the payment of Damages that could have a materially adverse effect on the ongoing business of the Indemniteefailure.

Defense. Upon receipt In the event any Third Party shall make a demand or claim or file or threaten to file or continue any lawsuit, which demand, claim or lawsuit may result in liability to an Indemnified Party in respect of matters covered by the indemnity under this Agreement, or in the event that a potential Loss, damage or expense comes to the attention of any Party in respect of matters embraced by the indemnity under this Agreement, then the Party receiving notice under Subsection or becoming aware of such event shall promptly notify the other Party in writing of the demand, claim or lawsuit. Within thirty (a30) from days after written notice by the IndemniteeIndemnified Party (the “Notice”) to an Indemnifying Party of such demand, claim or lawsuit, except as provided in the next sentence, the Indemnifying Party will shall have the duty option, at its sole cost and expense, to either retain counsel to compromise defend any such demand, claim or defendlawsuit; provided that counsel who will conduct the defense of such demand, claim or lawsuit will be approved by the Indemnified Party whose approval will not unreasonably be withheld. The Indemnified Party shall have the right, at its own expense and by counsel (reasonably satisfactory to Indemnitee)expense, such Action. The Indemnifying Party will promptly (and in any event not more than [**] after receipt of the Indemnitee's original notice) notify the Indemnitee in writing of its intention to either compromise or defend such Action. Once the Indemnifying Party notifies the Indemnitee of its election to assume the defense of an Action, the Indemnifying Party is not liable to the Indemnitee for the fees of other counsel or any other expenses subsequently incurred by the Indemnitee in connection with such defense, other than the Indemnitee's reasonable costs of investigation and cooperation. However, the Indemnitee shall have the right to employ separate counsel and to participate in the defense of an Action (and the Indemnifying Party shall bear the reasonable feesany suit, costsaction or proceeding brought against it with respect to which indemnification may be sought hereunder; provided, and expenses of such counsel) if: if (i) the use of the counsel chosen by the Indemnifying Party would present named parties to any such counsel with a conflict of interest; proceeding (iiincluding any interpleaded parties) the actual or potential defendants in, or targets of, such Action include both the Indemnifying Party and the IndemniteeIndemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, and the Indemnitee reasonably concludes that there may Indemnifying Party has not retained separate counsel for the Indemnified Party, (ii) the employment of counsel by such Indemnified Party has been authorized in writing by the Indemnifying Party, which authorization will not be legal defenses available to it that are different from unreasonably withheld, or additional to those available to (iii) the Indemnifying Party (has not in which case the Indemnifying Party shall not have the right fact employed counsel to assume the defense of such Action on action within a reasonable time; then, the Indemnitee's behalf); (iii) Indemnified Party shall have the right to retain its own counsel at the sole cost and expense of the Indemnifying Party, which costs and expenses shall be paid by the Indemnifying Party does not employ on a current basis. No Indemnifying Party, in the defense of any such demand, claim or lawsuit, will consent to entry of any judgment or enter into any settlement without the consent of the Indemnified Party. If any Indemnified Party will have been advised by counsel satisfactory chosen by it that there may be one or more legal defenses available to the Indemnitee such Indemnified Party which are different from or in addition to represent the Indemnitee within a reasonable time after the Indemnitee's notice of such Action; (iv) those which have been asserted by the Indemnifying Party denies and counsel retained by the Indemnifying Party declines to assert those defenses, then, at the election of the Indemnified Party, the Indemnifying Party will not have the right to continue the defense of such demand, claim or fails lawsuit on behalf of such Indemnified Party and will reimburse such Indemnified Party and any Person controlling such Indemnified Party on a current basis for the reasonable fees and expenses of any counsel retained by the Indemnified Party to timely admit undertake the defense. In the event that the Indemnifying Party shall fail to respond within thirty (30) days after receipt of the Notice, the Indemnified Party may retain counsel and conduct the defense of such demand, claim or lawsuit, as it may in its sole discretion deem proper, at the sole cost and expense of the Indemnifying Party, which costs and expenses shall be paid by the Indemnifying Party on a current basis. Failure to provide Notice shall not limit the rights of such party to indemnification, except to the extent the Indemnifying Party’s defense of the action is actually prejudiced by such failure. The assumption of the defense or the non-assumption of the defense, by the purported Indemnifying Party will not affect such party’s right to dispute its obligation to defend and indemnify the Action; or (v) in the reasonable opinion of counsel to the Indemnitee, the claim could result in the Indemnitee becoming subject to injunctive relief or relief other than the payment of Damages that could have a materially adverse effect on the ongoing business of the Indemniteeprovide indemnification hereunder.

Defense. Upon receipt of notice under Subsection (a) from the IndemniteeIf any claim, demand or liability is asserted by any third party against any Indemnified Party, the Indemnifying Party will shall have the duty right and shall upon the written request of the Indemnified Party, defend any Actions brought against the Indemnified Party in respect of any Indemnifiable Claims with counsel of its choice reasonably acceptable to either the Indemnified Party and, in the case of a Tax-related Action, tax advisors of its choice reasonably acceptable to compromise the Indemnified Party. In any such action or defendproceeding, the Indemnified Party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at its own expense and by counsel unless (reasonably satisfactory to Indemnitee), such Action. The Indemnifying Party will promptly (and in any event not more than [**] after receipt of the Indemnitee's original noticea) notify the Indemnitee in writing of its intention to either compromise or defend such Action. Once the Indemnifying Party notifies and the Indemnitee Indemnified Party mutually agree in writing to the retention of such counsel, or (b) the named parties to any such suit, action or proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party, and in the reasonable judgment of the Indemnified Party, representation of the Indemnifying Party and the Indemnified Party by the same counsel would be inadvisable due to potential conflicts of interests between them. The Parties shall cooperate and may participate in the defense of all third-party claims which may give rise to Indemnifiable Claims hereunder. If the Indemnifying Party assumes the defense, (i) it shall be conclusively established for purposes of this Agreement that the claims made in the Action are within the scope of and subject to indemnification, but only if the Indemnifying Party assumed the defense pursuant to clause (a) above and not clause (b), and (ii) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party's written consent (which consent shall not be unreasonably withheld) unless there is no finding or admission of any violation of legal requirement or any violation of the rights of any Person and no effect on any other claims that may be made against the Indemnified Party, or the exclusive relief provided is monetary damages that are paid in full by the Indemnifying Party. If written notice is given to an Indemnifying Party of the commencement of any Action and the Indemnifying Party does not, within twenty (20) days after the Indemnified Party's written notice is given, give written notice to the Indemnified Party of its election to assume the defense of an such Action, the Indemnifying Party is not liable shall be bound by any determination made in such Action or any compromise or settlement effected by the Indemnified Party. In connection with the defense of any claim, each Party shall make available to the Indemnitee for the fees of other counsel or any other expenses subsequently incurred by the Indemnitee in connection with Party controlling such defense, any books, records or other than the Indemnitee's reasonable costs of investigation and cooperation. However, the Indemnitee shall have the right to employ separate counsel and to participate documents within its control that are reasonably requested in the defense course of an Action (and the Indemnifying Party shall bear the reasonable fees, costs, and expenses of or necessary or appropriate for such counsel) if: (i) the use of the counsel chosen by the Indemnifying Party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, such Action include both the Indemnifying Party and the Indemnitee, and the Indemnitee reasonably concludes that there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to assume the defense of such Action on the Indemnitee's behalf); (iii) the Indemnifying Party does not employ counsel satisfactory to the Indemnitee to represent the Indemnitee within a reasonable time after the Indemnitee's notice of such Action; (iv) the Indemnifying Party denies or fails to timely admit its obligation to defend and indemnify the Action; or (v) in the reasonable opinion of counsel to the Indemnitee, the claim could result in the Indemnitee becoming subject to injunctive relief or relief other than the payment of Damages that could have a materially adverse effect on the ongoing business of the Indemniteedefense.

Defense. Upon receipt If any of notice the indemnified parties is made or threatened to be ------- made a defendant in or party to any action or proceeding, judicial or administrative, instituted by any third party for the liability under Subsection which or the costs or expenses of which any of the indemnified parties is entitled to be indemnified pursuant to this Paragraph I (a) from the Indemniteeany such third party action or proceeding being referred to as an "Indemnification Claim"), the Indemnifying Party will have indemnified party or parties shall give prompt notice thereof to the duty indemnifying party; provided that the failure to either give such notice shall not affect the indemnified -------- party or parties' ability to compromise seek indemnification hereunder unless such failure has materially and adversely affected the indemnifying party or defendparties' ability to prosecute successfully an Indemnification Claim. Each indemnified party shall permit the indemnifying party, at its own expense and by counsel (reasonably satisfactory to Indemnitee)expense, such Action. The Indemnifying Party will promptly (and in any event not more than [**] after receipt of the Indemnitee's original notice) notify the Indemnitee in writing of its intention to either compromise or defend such Action. Once the Indemnifying Party notifies the Indemnitee of its election to assume the defense of an Actionany such claim or any litigation to which this Paragraph 1 may be applicable, by counsel reasonably satisfactory to the indemnified party or parties; provided, that the indemnified party or parties shall be entitled at any time, -------- at its or their own cost and expense (which expense shall not be recoverable from the indemnifying party unless the indemnifying party is not adequately representing or, because of a conflict of interest, may not adequately represent, the Indemnifying Party is not liable indemnified party or parties' interests), to participate in such claim, action or proceeding and to be represented by attorneys of its or their own choosing. If the Indemnitee for the fees of other counsel indemnified party or any other expenses subsequently incurred by the Indemnitee parties elects to participate in connection with such defense, other than such party or parties will cooperate with the Indemnitee's reasonable costs indemnifying party in the conduct of investigation and cooperationsuch defense. HoweverThe indemnified party or parties may not concede, settle or compromise any Indemnification Claim without the Indemnitee shall have consent of the right to employ separate counsel and to participate indemnifying party. The indemnifying party, in the defense of any such claim or litigation, shall not, except with the approval of each indemnified party, consent to entry of any judgment or enter into any settlement which does not include as an Action (and unconditional term thereof the Indemnifying Party shall bear the reasonable fees, costs, and expenses of such counsel) if: (i) the use of the counsel chosen giving by the Indemnifying Party would present claimant or plaintiff to such counsel with indemnified party or parties of a conflict of interest; (ii) the actual full and complete release from all liability in respect to such claim or potential defendants in, or targets of, such Action include both the Indemnifying Party and the Indemnitee, and the Indemnitee reasonably concludes that there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to assume the defense of such Action on the Indemnitee's behalf); (iii) the Indemnifying Party does not employ counsel satisfactory to the Indemnitee to represent the Indemnitee within a reasonable time after the Indemnitee's notice of such Action; (iv) the Indemnifying Party denies or fails to timely admit its obligation to defend and indemnify the Action; or (v) in the reasonable opinion of counsel to the Indemnitee, the claim could result in the Indemnitee becoming subject to injunctive relief or relief other than the payment of Damages that could have a materially adverse effect on the ongoing business of the Indemniteelitigation.

Defense. Upon receipt of notice under Subsection (a) from Promptly after the Indemniteereceipt by any person entitled to indemnification under Section 7.2 and 7.3 herein of notice of (i) any claim or (ii) the commencement of any action or proceeding, such party (the "Aggrieved Party") will, if claim with respect thereto is made against any party obligated to provide indemnification pursuant to Section 7.2 and 7.3 herein (the "Indemnifying Party"), give such Indemnifying Party written notice of such claim or the commencement of such action or proceeding and shall permit the Indemnifying Party will have the duty to either to compromise or defend, at its own expense and by counsel (reasonably satisfactory to Indemnitee), such Action. The Indemnifying Party will promptly (and in any event not more than [**] after receipt of the Indemnitee's original notice) notify the Indemnitee in writing of its intention to either compromise or defend such Action. Once the Indemnifying Party notifies the Indemnitee of its election to assume the defense of any such claim or any proceeding or litigation resulting from such claim, unless the action or proceeding seeks an Action, injunction or other similar relief against the Aggrieved Party or there is a conflict of interest between it and the Indemnifying Party is not liable in the conduct of the defense of such action. Failure by the Indemnifying Party to notify the Aggrieved Party of its election to defend any such proceeding or action within a reasonable time, but in no event more than 15 days after written notice thereof shall have been given to the Indemnitee for Indemnifying Party, shall be deemed a waiver by the fees Indemnifying Party of other its right to defend such action. (b) If the Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom with counsel reasonably acceptable to the Aggrieved Party, the obligations of the Indemnifying Party as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to holding the Aggrieved Party harmless from and against any losses, damages and liabilities caused by or arising out of any settlement or any other expenses subsequently incurred by the Indemnitee judgment in connection with such defenseclaim or litigation resulting therefrom. The Aggrieved Party may participate, other than the Indemnitee's reasonable costs of investigation and cooperation. Howeverat its expense, the Indemnitee shall have the right to employ separate counsel and to participate in the defense of an Action (and such claim or litigation provided that the Indemnifying Party shall bear direct and control the reasonable fees, costs, and expenses defense of such counsel) if:claim or litigation. The Aggrieved Party shall cooperate and make available all books and records reasonably necessary and useful in connection with the defense. The Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to entry of any judgment, except with the written consent of the Aggrieved Party, or enter into any settlement, except with the written consent of the Aggrieved Party. (ic) the use of the counsel chosen by the Indemnifying Party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, such Action include both the Indemnifying Party and the Indemnitee, and the Indemnitee reasonably concludes that there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party (in which case If the Indemnifying Party shall not have the right to assume the defense of any such Action on claim or litigation resulting therefrom, the Indemnitee's behalf); (iii) Aggrieved Party may defend against such claim or litigation in such manner as it may deem appropriate and reasonably satisfactory to the Aggrieved Party. The Indemnifying Party shall promptly reimburse the Aggrieved Party for the amount of all expenses, legal or otherwise, as incurred by the Aggrieved Party in connection with the defense against or settlement of such claim or litigation. No settlement of claim or litigation shall be made without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld. If no settlement of the claim or litigation is made, the Indemnifying Party does not employ counsel satisfactory shall promptly reimburse the Aggrieved Party for the amount of any judgment rendered with respect to such claim or in such litigation and of all (d) Subject to Section 7.5 hereof, the Indemnitee rights to represent indemnification hereunder (i) shall apply only to claims of any amount made by the Indemnitee within a reasonable time Aggrieved Party from and after the Indemnitee's point at which a single claim or an aggregate of several claims equals $5,000.00; and (ii) apply to claims made by either party against the other whereby written notice of such Action; (iv) the Indemnifying Party denies or fails to timely admit its obligation to defend and indemnify the Action; or (v) in the reasonable opinion of counsel to the Indemnitee, the claim could result in has been made and delivered within the Indemnitee becoming subject to injunctive relief or relief other than the payment of Damages that could have a materially adverse effect on the ongoing business period of the Indemniteeapplicable statute of limitations.

Defense. Upon receipt In connection with any claim giving rise to indemnity ------- under this Agreement resulting from or arising out of notice under Subsection (a) from the Indemniteeany claim or legal proceeding by a party who is not a 28 party to this Agreement, the Indemnifying Party will have the duty to either to compromise or defend, at its own sole cost and expense and by counsel (reasonably satisfactory to Indemnitee), such Action. The Indemnifying Party will promptly (and in any event not more than [**] after receipt of the Indemnitee's original notice) notify the Indemnitee in writing of its intention to either compromise or defend such Action. Once the Indemnifying Party notifies the Indemnitee of its election to shall assume the defense of an Action, the Indemnifying Party is not liable to the Indemnitee for the fees of other any such claim or legal proceeding with legal counsel or any other expenses subsequently incurred approved by the Indemnitee Indemnified Party in connection with such defense, other than the Indemnitee's its reasonable costs of investigation and cooperationdiscretion. However, the Indemnitee The Indemnified Party shall have the right to employ separate counsel and be entitled to participate in (but not control) the defense of an Action (any such action, with its own counsel and the Indemnifying Party shall bear the reasonable feesat its own expense; provided, costshowever, and expenses of such counsel) if: if (i) the use of the counsel chosen by the Indemnifying Party would present named parties to any such counsel with a conflict of interest; proceeding (iiincluding any impleaded parties) the actual or potential defendants in, or targets of, such Action include both the Indemnifying Party and the IndemniteeIndemnified Party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them (other than differing interests associated with an Indemnifying Party's obligation to indemnify), and or (ii) the Indemnitee reasonably concludes that there may be legal defenses available to it that are different from employment of counsel by such Indemnified Party has been authorized in writing by the Indemnifying Party, or additional to those available to (iii) the Indemnifying Party (has not in which case the Indemnifying Party shall not have the right fact employed counsel to assume the defense of such Action action within a reasonable time; then, the Indemnified Party shall have the right to retain its own counsel at the sole cost and expense of the Indemnifying Party, which costs and expenses shall be paid by the Indemnifying Party on the Indemnitee's behalf); (iii) a current basis. If after notification thereof, the Indemnifying Party does not employ counsel satisfactory assume the defense of any such claim or litigation resulting from a claim within a timely manner so as not to prejudice the rights of the Indemnified Party, the Indemnified Party may defend against such claim or litigation, in such manner as it may deem reasonably appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnitee to represent Indemnifying Party, on such terms as the Indemnitee Indemnified Party may deem appropriate (within a the exercise of reasonable time after the Indemnitee's notice discretion). The liability of such Action; (iv) the Indemnifying Party denies or fails shall be conclusively established by such settlement by the Indemnified Party to timely admit the extent entered into on the basis of its obligation reasonable discretion, the amount of such liability to defend include, but not be limited to, both the settlement consideration and indemnify the Action; or (v) in the reasonable opinion of counsel to costs and expenses, including attorneys' fees, incurred by the Indemnitee, the claim could result Indemnified Party in the Indemnitee becoming subject to injunctive relief or relief other than the payment of Damages that could have a materially adverse effect on the ongoing business of the Indemniteeeffecting such settlement.

Defense. Upon If the facts pertaining to a Loss arise out of the claim of any third party, or if there is any claim against a third party available by virtue of the circumstances of the Loss, the Indemnity Obligor may, by giving written notice to the Indemnified Party within 15 days following its receipt of the notice under Subsection of such claim, elect to assume the defense or the prosecution of such claim, including the employment of counsel or accountants at its cost and expense. The Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnity Obligor in any such action and to participate in such action, but the fees and expenses of such counsel shall be at the Indemnified Party's own expense, unless (a) from the IndemniteeIndemnity Obligor failed to assume the defense or prosecution thereof within such 15-day period; or (b) the Indemnified Party determines there is a conflict of interest in the representation by counsel selected by the Indemnity Obligor, in which case the Indemnifying fees and expenses of counsel selected by the Indemnified Party shall be at the expense of the Indemnity Obligor. If the Indemnity Obligor assumes the defense of a proceeding, (i) it will be conclusively established for purposes of the Agreement that the claims made in that proceeding are within the scope of and subject to indemnification; (ii) no compromise or settlement of such claims may be effected by the Indemnity Obligor without the Indemnified Party's consent unless (A) there is no finding or admission of any violation of applicable laws or any violation of the rights of any person and no effect on any other claims that may be made against the Indemnified Party, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnity Obligor; and (iii) the Indemnified Party will have the duty no liability with respect to either to any compromise or defendsettlement of such claims effected without its consent. Notwithstanding the foregoing, at its own expense and the filing of any answer by counsel (reasonably satisfactory the Indemnity Obligor in order to Indemnitee), such Action. The Indemnifying Party will promptly (and in any event not more than [**] after receipt preserve the rights of the Indemnitee's original notice) notify the Indemnitee Indemnified Party due to a filing deadline shall not in writing of its intention to either compromise or defend such Action. Once the Indemnifying Party notifies the Indemnitee of itself constitute its election to assume the defense of an Actiona claim hereunder. Whether or not the Indemnity Obligor chooses so to defend or prosecute such claim, all the Indemnifying Party is not liable parties to the Indemnitee for the fees of other counsel or any other expenses subsequently incurred by the Indemnitee in connection with such defense, other than the Indemnitee's reasonable costs of investigation and cooperation. However, the Indemnitee this Agreement shall have the right to employ separate counsel and to participate cooperate in the defense of an Action (and the Indemnifying Party shall bear the reasonable fees, costs, and expenses or prosecution of such counsel) if: (i) the use of the counsel chosen by the Indemnifying Party would present claim and shall furnish such counsel with a conflict of interest; (ii) the actual or potential defendants inrecords, or targets ofinformation and testimony and shall attend such conferences, such Action include both the Indemnifying Party discovery proceedings and the Indemnitee, and the Indemnitee reasonably concludes that there trials as may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party (reasonably requested in which case the Indemnifying Party connection therewith. The Indemnity Obligor shall not have the right to assume the defense be liable for any settlement of any such Action on the Indemnitee's behalf); (iii) the Indemnifying Party does claim effected without its prior written consent, which shall not employ counsel satisfactory to the Indemnitee to represent the Indemnitee within a reasonable time after the Indemnitee's notice of such Action; (iv) the Indemnifying Party denies or fails to timely admit its obligation to defend and indemnify the Action; or (v) in the reasonable opinion of counsel to the Indemnitee, the claim could result in the Indemnitee becoming subject to injunctive relief or relief other than the payment of Damages that could have a materially adverse effect on the ongoing business of the Indemniteebe unreasonably withheld.

Defense. Upon receipt of notice under Subsection (a) from the Indemnitee, the Indemnifying Party will have the duty to either to compromise or defend, at its own expense and by counsel (reasonably satisfactory to Indemnitee), such Action. The Indemnifying Party will promptly (and in any event not more than [**] twenty (20) days after receipt of the Indemnitee's ’s original notice) notify the Indemnitee in writing that it acknowledges its obligation to indemnify the Indemnitee with respect to the Action pursuant to this Article 10 and of its intention to either compromise or defend such Action. Once the Indemnifying Party notifies gives such notice to the Indemnitee of its election to assume the defense of an ActionIndemnitee, the Indemnifying Party is not liable to the Indemnitee for the fees of other counsel or any other expenses subsequently incurred by the Indemnitee in connection with such defense, other than the Indemnitee's ’s reasonable costs of investigation and cooperation. However, the Indemnitee shall will have the right to employ separate counsel and to participate in control the defense of an Action (and the Indemnifying Party shall bear the reasonable fees, costs, and expenses of such counsel) if: (i) the use of the counsel chosen by the Indemnifying Party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, such Action include both the Indemnifying Party and the Indemnitee, and the Indemnitee reasonably concludes that there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall will not have the right to assume the defense of such Action on the Indemnitee's ’s behalf); (iii) the Indemnifying Party does not employ counsel reasonably satisfactory to the Indemnitee to represent the Indemnitee within a reasonable time thirty (30) days after the Indemnitee's ’s notice of such Action;; or (iv) the Indemnifying Party denies or fails to timely admit its obligation to defend and indemnify the Action; or provided, however, that in no event shall the Indemnifying Party be obligated to bear the fees, costs and expenses of more than one (v1) separate counsel for all of the other Party’s Indemnitees in the reasonable opinion of counsel to the Indemniteesuch Action. In any event, the claim could result in Indemnitee may elect to be represented by separate counsel, at its expense; provided, that the Indemnitee becoming subject to injunctive relief or relief other than the payment of Damages that could have a materially adverse effect on the ongoing business Indemnifying Party retains control of the Indemniteedefense except as provided above.

Defense. Upon receipt of notice under Subsection (a) from Promptly after the Indemniteereceipt by any person entitled to indemnification under Section 5.1 and 5.2 of this Agreement of notice of (i) any claim or (ii) the commencement of any action or proceeding, such party (the “Aggrieved Party”) will, if claim with respect thereto is made against any party obligated to provide indemnification pursuant to Section 5.1 and 5.2 of this Agreement (the “Indemnifying Party”), give such Indemnifying Party written notice of such claim or the commencement of such action or proceeding and shall permit the Indemnifying Party will have the duty to either to compromise or defend, at its own expense and by counsel (reasonably satisfactory to Indemnitee), such Action. The Indemnifying Party will promptly (and in any event not more than [**] after receipt of the Indemnitee's original notice) notify the Indemnitee in writing of its intention to either compromise or defend such Action. Once the Indemnifying Party notifies the Indemnitee of its election to assume the defense of any such claim or any proceeding or litigation resulting from such claim, unless the action or proceeding seeks an Action, injunction or other similar relief against the Aggrieved Party or there is a conflict of interest between it and the Indemnifying Party is not liable in the conduct of the defense of such action. Failure by the Indemnifying Party to notify the Aggrieved Party of its election to defend any such proceeding or action within a reasonable time, but in no event more than 15 days after written notice thereof shall have been given to the Indemnitee for Indemnifying Party, shall be deemed a waiver by the fees Indemnifying Party of other its right to defend such action. (b) If the Indemnifying Party assumes the defense of any such claim or litigation resulting therefrom with counsel reasonably acceptable to the Aggrieved Party, the obligations of the Indemnifying Party as to such claim shall be limited to taking all steps necessary in the defense or settlement of such claim or litigation resulting therefrom and to holding the Aggrieved Party harmless from and against any losses, damages and liabilities caused by or arising out of any settlement or any other expenses subsequently incurred by the Indemnitee judgment in connection with such defenseclaim or litigation resulting therefrom. The Aggrieved Party may participate, other than the Indemnitee's reasonable costs of investigation and cooperation. Howeverat its expense, the Indemnitee shall have the right to employ separate counsel and to participate in the defense of an Action (and such claim or litigation provided that the Indemnifying Party shall bear direct and control the reasonable fees, costs, and expenses defense of such counsel) if:claim or litigation. The Aggrieved Party shall cooperate and make available all books and records reasonably necessary and useful in connection with the defense. The Indemnifying Party shall not, in the defense of such claim or any litigation resulting therefrom, consent to entry of any judgment, except with the written consent of the Aggrieved Party, or enter into any settlement, except with the written consent of the Aggrieved Party. (ic) the use of the counsel chosen by the Indemnifying Party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, such Action include both the Indemnifying Party and the Indemnitee, and the Indemnitee reasonably concludes that there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party (in which case If the Indemnifying Party shall not have the right to assume the defense of any such Action on claim or litigation resulting therefrom, the Indemnitee's behalf); (iii) Aggrieved Party may defend against such claim or litigation in such manner as it may deem appropriate and reasonably satisfactory to the Aggrieved Party. The Indemnifying Party shall promptly reimburse the Aggrieved Party for the amount of all expenses, legal or otherwise, as incurred by the Aggrieved Party in connection with the defense against or settlement of such claim or litigation. No settlement of claim or litigation shall be made without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld. If no settlement of the claim or litigation is made, the Indemnifying Party does not employ counsel satisfactory shall promptly reimburse the Aggrieved Party for the amount of any judgment rendered with respect to such claim or in such litigation and of all expenses, legal or otherwise, as incurred by the Indemnitee Aggrieved Party in the defense against such claim or litigation. (d) The rights to represent indemnification hereunder shall apply to claims made by either party against the Indemnitee within a reasonable time after the Indemnitee's other whereby written notice of such Action; (iv) the Indemnifying Party denies or fails to timely admit its obligation to defend and indemnify the Action; or (v) in the reasonable opinion of counsel to the Indemnitee, the claim could result in has been made and delivered within the Indemnitee becoming subject to injunctive relief or relief other than one-year period following the payment of Damages that could have a materially adverse effect on the ongoing business of the IndemniteeClosing Date unless otherwise provided herein.

Defense. Upon receipt of notice under Subsection (a) from the Indemnitee, the Indemnifying Party will have the duty to either to compromise or defend, at its own expense and by counsel (reasonably satisfactory to Indemnitee), such Action. The Indemnifying Party will promptly (and in any event not more than [**] after receipt of the Indemnitee's original notice) notify the Indemnitee in writing of its intention to either compromise or defend such Action. Once the Indemnifying Party notifies the Indemnitee of its election shall be entitled to assume the defense and control of any action giving rise to an ActionIndemnified Party's claim for indemnification under Article XI unless (x) the Indemnified Party reasonably believes an adverse determination with respect to the action, lawsuit, investigation, proceeding or other claim giving rise to such claim for indemnification is likely to be materially detrimental to or materially injure the Indemnified Party's future business prospects or (y) the claim seeks an injunction or equitable relief against the Indemnified Party that is likely to have a material adverse effect on the business of the Indemnified Party, taken as a whole. If the Indemnifying Party is not liable assumes the defense of any Indemnifiable Claim, it shall retain experienced counsel reasonably satisfactory to the Indemnitee for Indemnified Party and the fees of other counsel or any other expenses subsequently incurred by the Indemnitee in connection with such defense, other than the Indemnitee's reasonable costs of investigation and cooperation. However, the Indemnitee shall have the right to employ separate counsel and to Indemnified Party may participate in the defense of an Action (such claim and employ counsel of its choice for such purpose; provided that the Indemnifying Party shall bear the reasonable fees, costs, fees and expenses of such counsel) if: separate counsel shall be borne by the Indemnified Party (i) other than any fees and expenses of such separate counsel that are incurred prior to the use of the counsel chosen by date the Indemnifying Party would present effectively assumes control of such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, such Action include both defense). If the Indemnifying Party does not assume such defense, the Indemnified Party may compromise or settle the claim on behalf of and for the Indemniteeaccount and risk of the Indemnifying Party, and who shall be bound by the Indemnitee reasonably concludes result; provided, however, that there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party (i) shall be responsible only for the reasonable costs of defense and (ii) shall be entitled to participate (at its cost and with counsel of its choice) in the defense of any Action in which case the Indemnified Party retained the defense thereof under clause (x) or (y) of the first sentence of this Section 11.3(b); and provided further, that the Indemnifying Party shall not have the right to assume the defense be liable for any settlement or compromise of any such Action on of which the Indemnitee's behalfIndemnified Party has retained the defense, that is effected without its prior written consent (which consent shall not be withheld unreasonably); (iii) the Indemnifying Party does not employ counsel satisfactory to the Indemnitee to represent the Indemnitee within a reasonable time after the Indemnitee's notice of such Action; (iv) the Indemnifying Party denies or fails to timely admit its obligation to defend and indemnify the Action; or (v) in the reasonable opinion of counsel to the Indemnitee, the claim could result in the Indemnitee becoming subject to injunctive relief or relief other than the payment of Damages that could have a materially adverse effect on the ongoing business of the Indemnitee.

Defense. Upon receipt In connection with any claim which may give rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a person other than the Indemnified Party, the Indemnifying Party, at the sole cost and expense of the Indemnifying Party (or, in the case of the Stockholders' Representative, at the sole cost and expense of the Stockholders), may, upon written notice under Subsection to the Indemnified Party, assume the defense of any such claim or legal proceeding if the Indemnifying Party acknowledges to the Indemnified Party in writing the obligation of the Indemnifying Party (aor in the case of the Stockholders' Representative, the Stockholders) from to indemnify the IndemniteeIndemnified Party with respect to all elements of such claim. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party will have shall select counsel reasonably acceptable to the duty Indemnified Party to either to compromise conduct the defense of such claims or defendlegal proceedings and at the sole cost and expense of the Indemnifying Party (or in the case of the Stockholders' Representative, at its own the sole cost and expense and by counsel (reasonably satisfactory to Indemnitee), such Actionof the Stockholders) shall take all steps necessary in the defense or settlement thereof. The Indemnifying Party will promptly (and in shall not consent to a settlement of, or the entry of any event not more than [**] after receipt judgment arising from, any such claim or legal proceeding, without the prior written consent of the Indemnitee's original noticeIndemnified Party (which consent shall not be unreasonably withheld or delayed). The Indemnified Party shall be entitled to participate in (but not control) notify the Indemnitee in writing of its intention to either compromise or defend such Action. Once the Indemnifying Party notifies the Indemnitee of its election to assume the defense of an Actionany such action, the Indemnifying Party is not liable to the Indemnitee for the fees of other counsel or any other expenses subsequently incurred by the Indemnitee in connection with such defense, other than the Indemnitee's reasonable costs of investigation and cooperation. However, the Indemnitee shall have the right to employ separate its own counsel and to participate in the defense of an Action (and the Indemnifying Party shall bear the reasonable fees, costs, and expenses of such counsel) if: (i) the use of the counsel chosen by the Indemnifying Party would present such counsel with a conflict of interest; (ii) the actual or potential defendants in, or targets of, such Action include both the Indemnifying Party and the Indemnitee, and the Indemnitee reasonably concludes that there may be legal defenses available to it that are different from or additional to those available to the Indemnifying Party (in which case the Indemnifying Party shall not have the right to assume the defense of such Action on the Indemnitee's behalf); (iii) at its own expense. If the Indemnifying Party does not employ counsel satisfactory assume the defense of any such claim or litigation resulting therefrom within 30 days after the date such claim is made: (a) the Indemnified Party may defend against such claim or litigation in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnitee to represent Indemnifying Party, on such terms as the Indemnitee within a reasonable time after the Indemnitee's notice of such Action; Indemnified Party may deem appropriate, and (ivb) the Indemnifying Party denies shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense (or fails to timely admit its obligation to defend and indemnify the Action; or (v) in the reasonable opinion case of counsel to the IndemniteeStockholders' Representative, at the expense of the Stockholders). If the Indemnifying Party (or, in the case of the Stockholders' Representative, the Stockholders) thereafter seeks to question the manner in which the Indemnified Party defended such third party claim could result or the amount or nature of any such settlement, the Indemnifying Party (or, in the Indemnitee becoming subject to injunctive relief or relief other than the payment of Damages that could have a materially adverse effect on the ongoing business case of the IndemniteeStockholders, the Stockholders' Representative) shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third party claim in a reasonably prudent manner.