Common use of Defense Clause in Contracts

Defense. The indemnitee, promptly upon knowledge of such claim, shall notify the indemnitor in writing of any claim to which any indemnity hereunder applies, giving reasonable details of such claim. Notwithstanding the foregoing, the indemnitee’s failure to so notify the indemnitor shall not preclude it from seeking indemnification hereunder except to the extent such failure materially prejudices the indemnitor’s ability to defend such claim as provided herein (in which event the indemnitee’s right to indemnity will be reduced equitably to reflect such material prejudice). The indemnitor may, at its option and its cost, assume the defense of any claim or litigation to which this indemnity applies, with counsel reasonably satisfactory to the indemnitee. The indemnitee shall cooperate in such defense in all reasonable respects at the sole cost and expense of the indemnitor. Such action by the indemnitor shall not preclude the indemnitee from continuing the defense of its own interests at its sole cost and expense. The indemnitor will not enter into any settlement of a claim that involves a remedy other than the payment of money by the indemnitor, or agree to any action that would bind the indemnitee or compromise indemnitee’s rights in any way, without the indemnitee’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the indemnitor does not assume the defense of a claim subject to this Section 6.3, indemnitor may participate in such defense, at its expense, on a monitoring, non-controlling basis, and the indemnitee shall have the right to defend, compromise or settle the claim in such manner as it may deem appropriate, at the indemnitor’s expense.

Defense. The indemniteeA person or entity seeking indemnification under this ARTICLE IX (the “Indemnitee”) shall give notice to the indemnifying Party (the “Indemnitor”) of a Claim or other circumstances likely to give rise to a request for indemnification, promptly upon knowledge after the Indemnitee becomes aware of such claim, shall notify the indemnitor in writing of any claim to which any indemnity hereunder applies, giving reasonable details of such claim. Notwithstanding the foregoing, the indemnitee’s failure to so notify the indemnitor shall not preclude it from seeking indemnification hereunder except to the extent such failure materially prejudices the indemnitor’s ability to defend such claim as provided herein (in which event the indemnitee’s right to indemnity will be reduced equitably to reflect such material prejudice)same. The indemnitor may, at its option and its cost, assume the defense of any claim or litigation to which this indemnity appliesIndemnitor, with counsel reasonably satisfactory to the indemnitee. The indemnitee shall cooperate in such defense in all reasonable respects at the sole cost and expense of the indemnitor. Such action by the indemnitor shall not preclude the indemnitee from continuing the defense of its own interests at its sole cost and expense. The indemnitor will not enter into any settlement of a claim that involves a remedy other than the payment of money by the indemnitor, or agree to any action that would bind the indemnitee or compromise indemnitee’s rights in any way, without the indemnitee’s prior written Indemnitee consent, which consent shall not be unreasonably withheld, conditioned or delayed. If , shall be afforded the indemnitor does not assume opportunity to undertake the defense of a claim and to settle by compromise or otherwise any Claim for which indemnification is available under this ARTICLE IX. The Indemnitor’s selection of legal counsel is subject to this Section 6.3the Indemnitee’s approval (which approval shall not be unreasonably withheld). If an Indemnitor so assumes the defense of any Claim, indemnitor the Indemnitee may participate in such defensedefense with legal counsel of the Indemnitee’s selection and at the expense of the Indemnitee. Indemnitor may not settle any Claim against Indemnitee or otherwise consent to any final order or judgement regarding same if the settlement, at its expensefinal order or judgement includes an admission of wrongdoing in Indemnitee’s or Affiliate’s name unless Indemnitee or Affiliate, as applicable, consents in writing. If the Indemnitor, upon the expiration of the fifteen (15) days after receipt of notice of a Claim by the Indemnitee, has not assumed the expense of the defense thereof, the Indemnitee may thereupon undertake the defense thereof on a monitoring, non-controlling basisbehalf of, and the indemnitee shall have the right to defend, compromise or settle the claim in such manner as it may deem appropriate, at the indemnitor’s expenserisk and expense of, the Indemnitor, with all reasonable costs and expenses of such defense to be paid by the Indemnitor.

Defense. The indemniteeIf any action is brought against an indemnified party, promptly upon knowledge the indemnifying Party will be entitled to participate in and to assume the defense thereof to the extent that it may wish, and after notice from the indemnifying Party to such indemnified party of the indemnifying Party’s election to assume the defense thereof, the indemnifying Party shall not be liable to such claim, shall notify indemnified party for any legal or other expenses subsequently incurred by the indemnitor latter in writing of any claim connection with the defense thereof unless the indemnifying Party has failed to which any indemnity hereunder applies, giving reasonable details assume and diligently prosecute the defense of such claim. Notwithstanding any of the foregoingforegoing to the contrary, the indemnitee’s failure to so notify the indemnitor shall not preclude it from seeking indemnification hereunder except to the extent such failure materially prejudices the indemnitor’s ability to defend such claim as provided herein (in which event the indemnitee’s right to indemnity indemnified party will be reduced equitably entitled to reflect such material prejudice). The indemnitor may, at select its option own counsel and its cost, assume the defense of any claim action brought against it if the indemnifying Party fails to assume or litigation diligently prosecute such defense, the expenses of such defense to which this indemnity applies, with counsel reasonably satisfactory be paid by the indemnifying Party. As a condition to the indemnitee. The indemnitee shall indemnifying Party’s obligations hereunder, the indemnified party will in good faith cooperate with and assist the indemnifying Party in such defense in all reasonable respects at the sole cost and expense of the indemnitor. Such action by the indemnitor shall not preclude the indemnitee from continuing the prosecution or defense of its own interests such indemnified claim at its sole cost and expenseno unreasonable expense to the indemnified party. The indemnitor will not No indemnifying Party shall consent to entry of any judgment or enter into any settlement of with respect to a claim that involves a remedy other than the payment of money by the indemnitor, or agree to any action that would bind the indemnitee or compromise indemnitee’s rights in any way, either (a) without the indemnitee’s prior written consentconsent of the indemnified party, which consent shall not be unreasonably withheld, conditioned or delayed(b) unless such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability with respect to such claim. If the indemnitor does not assume No indemnified party shall consent to entry of any judgment or enter into any settlement of any such action, the defense of a claim subject to this Section 6.3which has been assumed by an indemnifying Party, indemnitor may participate in without the consent of such defenseindemnifying Party, at its expense, on a monitoring, non-controlling basis, and the indemnitee which consent shall have the right to defend, compromise or settle the claim in such manner as it may deem appropriate, at the indemnitor’s expensenot be unreasonably withheld.

Defense. The indemnitee, promptly upon knowledge of such claim, shall notify the indemnitor in writing of With respect to any claim Proceeding as to which any indemnity hereunder appliesIndemnitee notifies Mallinckrodt plc and Sucampo of the commencement thereof, giving reasonable details of such claim. Notwithstanding Mallinckrodt plc will be entitled to participate in the foregoingProceeding at its own expense and except as otherwise provided below, the indemnitee’s failure to so notify the indemnitor shall not preclude it from seeking indemnification hereunder except to the extent such failure materially prejudices Mallinckrodt plc so wishes, it may assume the indemnitor’s ability defense thereof with counsel reasonably satisfactory to defend such claim as provided herein (in which event the indemnitee’s right Indemnitee. After notice from Mallinckrodt plc to indemnity will be reduced equitably Indemnitee of its election to reflect such material prejudice). The indemnitor may, at its option and its cost, assume the defense of any claim or litigation to which this indemnity appliesProceeding, with counsel reasonably satisfactory to the indemnitee. The indemnitee shall cooperate in such defense in all reasonable respects at the sole cost and expense of the indemnitor. Such action by the indemnitor Mallinckrodt plc shall not preclude the indemnitee from continuing be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of its own interests at its sole cost and expense. The indemnitor will not enter into any settlement of a claim that involves a remedy such Proceeding other than the payment reasonable costs of money by the indemnitor, investigation or agree to any action that would bind the indemnitee or compromise indemnitee’s rights in any way, without the indemnitee’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedas otherwise provided below. If the indemnitor does not assume the defense of a claim subject to this Section 6.3, indemnitor may participate in such defense, at its expense, on a monitoring, non-controlling basis, and the indemnitee Indemnitee shall have the right to defend, compromise or settle the claim employ legal counsel in such manner Proceeding, but all Expenses related thereto incurred after notice from Mallinckrodt plc of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by Mallinckrodt plc, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and Mallinckrodt plc in the defense of the Proceeding, (iii) after a Change in Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) Mallinckrodt plc shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by Mallinckrodt plc. Mallinckrodt plc shall not be entitled to assume the defense of any Proceeding (x) brought by or on behalf of Mallinckrodt plc or Sucampo, (y) as to which Indemnitee shall have made the determination provided for in clause (ii) of this Section 6(b) or (z) after a Change in Control (it being specified, for the avoidance of doubt, that Mallinckrodt plc may deem appropriateassume defense of any such Proceeding described in this sentence with Indemnitee’s consent, at provided that any such consent shall not affect the indemnitor’s expenserights of Indemnitee under the foregoing provisions of this Section 6(b)).

Defense. The indemniteeIf any action is brought against an indemnified party by a Third Party with respect to a matter subject to indemnification under this Agreement, promptly upon knowledge the indemnifying Party will be entitled to participate in and to assume the defense thereof to the extent that it may wish, and after notice from the indemnifying Party to such indemnified party of the indemnifying Party’s election to assume the defense thereof, the indemnifying Party shall not be liable to such claim, shall notify indemnified party for any legal or other expenses subsequently incurred by the indemnitor latter in writing of any claim connection with the defense thereof unless the indemnifying Party has failed to which any indemnity hereunder applies, giving reasonable details assume and diligently prosecute the defense of such claim. Notwithstanding any of the foregoingforegoing to the contrary, the indemnitee’s failure to so notify the indemnitor shall not preclude it from seeking indemnification hereunder except to the extent such failure materially prejudices the indemnitor’s ability to defend such claim as provided herein (in which event the indemnitee’s right to indemnity indemnified party will be reduced equitably entitled to reflect such material prejudice). The indemnitor may, at select its option own counsel and its cost, assume the defense of any claim action brought against it if the indemnifying Party fails to assume or litigation diligently prosecute such defense, the PURCHASE AND SALE AGREEMENT 56 expenses of such defense to which this indemnity applies, with counsel reasonably satisfactory be paid by the indemnifying Party. As a condition to the indemnitee. The indemnitee shall indemnifying Party’s obligations hereunder, the indemnified party will in good faith cooperate with and assist the indemnifying Party in such defense in all reasonable respects at the sole cost and expense of the indemnitor. Such action by the indemnitor shall not preclude the indemnitee from continuing the prosecution or defense of its own interests such indemnified claim at its sole cost and expenseno unreasonable expense to the indemnified party. The indemnitor will not No indemnifying Party shall consent to entry of any judgment or enter into any settlement of with respect to a claim that involves a remedy other than the payment of money by the indemnitor, or agree to any action that would bind the indemnitee or compromise indemnitee’s rights in any way, either (a) without the indemnitee’s prior written consentconsent of the indemnified party, which consent shall not be unreasonably withheld, conditioned or delayed(b) unless such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability with respect to such claim. If the indemnitor does not assume No indemnified party shall consent to entry of any judgment or enter into any settlement of any such action, the defense of a claim subject to this Section 6.3which has been assumed by an indemnifying Party, indemnitor may participate in without the consent of such defenseindemnifying Party, at its expense, on a monitoring, non-controlling basis, and the indemnitee which consent shall have the right to defend, compromise or settle the claim in such manner as it may deem appropriate, at the indemnitor’s expensenot be unreasonably withheld.

Defense. The indemnitee, promptly upon knowledge of such claim, shall notify the indemnitor in writing of With respect to any claim Proceeding as to which any indemnity hereunder appliesIndemnitee notifies Mallinckrodt plc of the commencement thereof, giving reasonable details of such claim. Notwithstanding Mallinckrodt plc will be entitled to participate in the foregoingProceeding at its own expense and except as otherwise provided below, the indemnitee’s failure to so notify the indemnitor shall not preclude it from seeking indemnification hereunder except to the extent such failure materially prejudices Mallinckrodt plc so wishes, it may assume the indemnitor’s ability defense thereof with counsel reasonably satisfactory to defend such claim as provided herein (in which event the indemnitee’s right Indemnitee. After notice from Mallinckrodt plc to indemnity will be reduced equitably Indemnitee of its election to reflect such material prejudice). The indemnitor may, at its option and its cost, assume the defense of any claim or litigation to which this indemnity appliesProceeding, with counsel reasonably satisfactory to the indemnitee. The indemnitee shall cooperate in such defense in all reasonable respects at the sole cost and expense of the indemnitor. Such action by the indemnitor Mallinckrodt plc shall not preclude the indemnitee from continuing be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of its own interests at its sole cost and expense. The indemnitor will not enter into any settlement of a claim that involves a remedy such Proceeding other than the payment reasonable costs of money by the indemnitor, investigation or agree to any action that would bind the indemnitee or compromise indemnitee’s rights in any way, without the indemnitee’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedas otherwise provided below. If the indemnitor does not assume the defense of a claim subject to this Section 6.3, indemnitor may participate in such defense, at its expense, on a monitoring, non-controlling basis, and the indemnitee Indemnitee shall have the right to defend, compromise or settle the claim employ legal counsel in such manner Proceeding, but all Expenses related thereto incurred after notice from Mallinckrodt plc of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by Mallinckrodt plc, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and Mallinckrodt plc in the defense of the Proceeding, (iii) after a Change in Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) Mallinckrodt plc shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by Mallinckrodt plc. Mallinckrodt plc shall not be entitled to assume the defense of any Proceeding (x) brought by or on behalf of Mallinckrodt plc, (y) as to which Indemnitee shall have made the determination provided for in clause (ii) of this Section 6(b) or (z) after a Change in Control (it being specified, for the avoidance of doubt, that Mallinckrodt plc may deem appropriateassume defense of any such Proceeding described in this sentence with Indemnitee’s consent, at provided that any such consent shall not affect the indemnitor’s expenserights of Indemnitee under the foregoing provisions of this Section 6(b)).

Defense. The indemnitee, promptly upon knowledge of such claim, shall notify the indemnitor in writing of With respect to any claim Proceeding as to which any indemnity hereunder appliesIndemnitee notifies Mallinckrodt plc and Brand Pharma of the commencement thereof, giving reasonable details of such claim. Notwithstanding Mallinckrodt plc will be entitled to participate in the foregoingProceeding at its own expense and except as otherwise provided below, the indemnitee’s failure to so notify the indemnitor shall not preclude it from seeking indemnification hereunder except to the extent such failure materially prejudices Mallinckrodt plc so wishes, it may assume the indemnitor’s ability defense thereof with counsel reasonably satisfactory to defend such claim as provided herein (in which event the indemnitee’s right Indemnitee. After notice from Mallinckrodt plc to indemnity will be reduced equitably Indemnitee of its election to reflect such material prejudice). The indemnitor may, at its option and its cost, assume the defense of any claim or litigation to which this indemnity appliesProceeding, with counsel reasonably satisfactory to the indemnitee. The indemnitee shall cooperate in such defense in all reasonable respects at the sole cost and expense of the indemnitor. Such action by the indemnitor Mallinckrodt plc shall not preclude the indemnitee from continuing be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently incurred by Indemnitee in connection with the defense of its own interests at its sole cost and expense. The indemnitor will not enter into any settlement of a claim that involves a remedy such Proceeding other than the payment reasonable costs of money by the indemnitor, investigation or agree to any action that would bind the indemnitee or compromise indemnitee’s rights in any way, without the indemnitee’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedas otherwise provided below. If the indemnitor does not assume the defense of a claim subject to this Section 6.3, indemnitor may participate in such defense, at its expense, on a monitoring, non-controlling basis, and the indemnitee Indemnitee shall have the right to defend, compromise or settle the claim employ legal counsel in such manner Proceeding, but all Expenses related thereto incurred after notice from Mallinckrodt plc of its assumption of the defense shall be at Indemnitee’s expense unless: (i) the employment of legal counsel by Indemnitee has been authorized by Mallinckrodt plc, (ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and Mallinckrodt plc in the defense of the Proceeding, (iii) after a Change in Control, the employment of counsel by Indemnitee has been approved by the Independent Counsel, or (iv) Mallinckrodt plc shall not in fact have employed counsel to assume the defense of such Proceeding, in each of which cases all Expenses of the Proceeding shall be borne by Mallinckrodt plc. Mallinckrodt plc shall not be entitled to assume the defense of any Proceeding (x) brought by or on behalf of Brand Pharma or Mallinckrodt plc, (y) as to which Indemnitee shall have made the determination provided for in (ii) above or (z) after a Change in Control (it being specified, for the avoidance of doubt, that Mallinckrodt plc may deem appropriateassume defense of any such proceeding described in this sentence with Indemnitee’s consent, at provided that any such consent shall not affect the indemnitor’s expenserights of Indemnitee under the foregoing provisions of this Section 6(b)).

Defense. The indemnitee, promptly upon knowledge of such any claim, shall notify the indemnitor in writing of any claim to which any indemnity hereunder applies, giving reasonable details of such claim. Notwithstanding the foregoing, the indemnitee’s failure to so notify the indemnitor shall not preclude it from seeking indemnification hereunder except to the extent such failure materially prejudices the indemnitor’s ability to defend such claim as provided herein (in which event the indemnitee’s right to indemnity will be reduced equitably to reflect such material prejudice). The indemnitor may, at its option option, and its cost, assume the defense of any claim or litigation to which this indemnity applies, with counsel reasonably satisfactory to the indemnitee. The indemnitee shall cooperate in such defense in all reasonable respects at the sole cost and expense of the indemnitor. Such action by the indemnitor shall not preclude the indemnitee from continuing participating in the defense of its own interests alongside the indemnitor on a monitoring, non-controlling basis at its the indemnitee’s sole cost and expense. The indemnitor will not enter into any No settlement of a claim that involves a remedy other than the payment of money by the indemnitor, or agree to any action that would bind indemnitor shall be entered into by the indemnitee or compromise indemnitee’s rights in any way, indemnitor without the indemnitee’s prior written consent, which consent shall not may be unreasonably withheld, conditioned or delayedwithheld in the indemnitee’s sole discretion. If the indemnitor indemnifying party does not assume the defense of a claim subject to defense as provided in this Section 6.35.3(c), the indemnitor may participate in such defense, at its expense, on a monitoring, non-controlling basis, and the indemnitee shall have the right to defend, compromise or settle defend the claim in such manner as it may deem appropriate, at the indemnitor’s expense; provided, however that the indemnitee shall not compromise or settle a claim for which it would seek indemnification without the indemnitor’s prior written consent.

Defense. The indemnitee, promptly upon knowledge of such claim, shall notify the indemnitor in writing If a claim or action is made or brought against Licensor by reason of any claim arising out of any of the occurrences that Licensee is required, pursuant to which the preceding Sections or any indemnity hereunder appliesother provisions of this License, giving to indemnify and save Licensor harmless against and from (each an “Indemnified Claim”), then Licensee, upon written notice from Licensor, shall at Licensee’s expense defend such action or proceeding using legal counsel reasonably satisfactory to Licensee; provided, however that: (a) If Licensor decides to itself conduct the defense of an Indemnified Claim against it or to conduct any other response itself, Licensee shall reimburse Licensor for all costs and expenses (including, without limitation, reasonable details attorneys’ fees and expenses) incurred by Licensor in connection with Licensor’s defense of such claimthe Indemnified Claim against it and/or the conduct of all response actions, including, without limitation, those required by Chapter 21E and the MCP. Notwithstanding the foregoing, the indemnitee’s failure to so notify the indemnitor The settlement or compromise of any Indemnified Claim shall not preclude it from seeking indemnification hereunder except to include the extent such failure admission of guilt (or comparable plea), wrongdoing or negligence or the permitting or imposition of civil or criminal penalties or indictments, or the entering of consent decrees or orders of any kind by Licensor on behalf of the Licensee or any other action that would materially prejudices prejudice the indemnitorrights of the Licensee without the Licensee’s ability to defend such claim as provided herein (in which event the indemnitee’s right to indemnity will be reduced equitably to reflect such material prejudice)express written approval. The indemnitor may, at its option and its cost, assume Licensee shall cooperate with Licensor in the defense of any claim or litigation Indemnified Claim. This same right of self defense and the right to which this indemnity applies, with counsel reasonably satisfactory reimbursement from the Licensee shall apply to the indemnitee. The indemnitee shall cooperate in such defense in all reasonable respects at the sole cost and expense each of the indemnitor. Such action by Railroad(s) that has an Indemnified Claim against it. (b) If Licensor decides to have Licensee defend the indemnitor Indemnified Claim or handle the response action, Licensor shall not preclude notify Licensee of that decision in writing and the indemnitee from continuing Licensee shall bear the entire cost thereof and shall have sole control of the defense of any Indemnified Claim and all negotiations for its own interests at its sole cost and expense. The indemnitor will not enter into any settlement of a claim or compromise provided that involves a remedy other than the payment of money Licensor is fully indemnified by the indemnitorLicensee and provided further that the settlement or compromise shall not include the admission of guilt (or comparable plea), wrongdoing or negligence or the permitting or imposition of civil or criminal penalties or indictments, or agree to the entering of consent decrees or orders of any kind by the Licensee on behalf of Licensor or any other action that would bind materially prejudice the indemnitee or compromise indemniteerights of Licensor without Licensor’s rights express written approval. Licensor shall cooperate with the Licensee in any way, without the indemnitee’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the indemnitor does not assume the defense of a claim subject any Indemnified Claim. If any of the Railroads wants the Licensee to defend it against an Indemnified Claim, then they must agree to this Section 6.3paragraph. If any response action due to the presence of Hazardous Materials on the Premises (or other property of Licensor which abuts the Premises), indemnitor may participate is performed by Licensee, the response action shall be performed in such defense, at its expense, on a monitoring, non-controlling basis, accordance with Chapter 21E and the indemnitee shall have the right to defend, compromise or settle the claim in such manner as it may deem appropriate, at the indemnitor’s expenseMCP.

Defense. The indemnitee, promptly upon knowledge (i) Upon delivery of such claim, shall notify notice from the indemnitor in writing Indemnitee of any claim to which any indemnity hereunder applies, giving reasonable details of such claim. Notwithstanding the foregoinga Claim, the indemnitee’s failure Indemnitee may elect to so notify the indemnitor shall not preclude it from seeking indemnification hereunder except to the extent such failure materially prejudices the indemnitor’s ability to defend such claim as provided herein (in which event the indemnitee’s right to indemnity will be reduced equitably to reflect such material prejudice). The indemnitor may, at its option and its cost, assume the defense of any claim or litigation such Claim by selecting counsel to defend the Indemnitee against the matter from which this indemnity appliesthe Claim arose, with counsel reasonably satisfactory at the Indemnitor's sole cost, risk and expense, subject to the indemniteeIndemnitor's right of dispute as set forth in clause (a) above. The indemnitee Indemnitor shall cooperate in such defense in all reasonable respects respects, at the Indemnitor's sole cost cost, risk and expense expense, with the Indemnitee and its counsel in the investigation, trial, defense and any appeal arising from the matter from which the Claim arose and shall deliver to the Indemnitee or its counsel copies of all pleadings and other information within the indemnitor. Such action Indemnitor's knowledge or possession reasonably requested by the indemnitor shall not preclude the indemnitee from continuing Indemnitee or its counsel that are relevant to the defense of the subject of any such Claim and that will not prejudice the Indemnitor's position, claims or defenses. The Indemnitor shall not be liable for any settlement effected without its own interests prior consent, such consent not to be unreasonably withheld. If the subject of any Claim results in a judgment or settlement consistent with the terms of this Section 10.6(b), the Indemnitor shall promptly pay such judgment or settlement. The Indemnitee shall consult with the Indemnitor in good faith and in a commercially reasonable manner, including providing notice of any significant development in the defense of any Claim, in connection with the defense of any Claim under this Section 10.6(b)(i). (ii) In the event that the Indemnitee elects not to assume the defense of such Claim, the Indemnitor shall assume the defense of such Claim by providing counsel (such counsel subject to the reasonable approval of the Indemnitee) to defend the Indemnitee against the matter from which the Claim arose, at its the Indemnitor's sole cost cost, risk and expense. The indemnitor will not enter into any settlement of a claim that involves a remedy other than the payment of money by the indemnitor, or agree to any action that would bind the indemnitee or compromise indemnitee’s rights Indemnitee shall cooperate in any way, without the indemnitee’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the indemnitor does not assume the defense of a claim subject to this Section 6.3, indemnitor may participate in such defenseall reasonable respects, at its the Indemnitor's sole cost, risk and expense, on a monitoringwith the Indemnitor and its counsel in the investigation, non-controlling basistrial, defense and any appeal arising from the indemnitee matter from which the Claim arose. The Indemnitor shall have the right to defend, compromise elect to settle any claim for monetary damages without the Indemnitee's consent only if the settlement includes a complete release of the Indemnitee. Any other settlement will be subject to the consent of the Indemnitee. The Indemnitor may not admit any liability of the Indemnitee or settle waive any of the claim in such manner as it may deem appropriate, at Indemnitee's rights without the indemnitor’s expenseIndemnitee's prior consent.

Defense. The indemnitee, promptly upon knowledge (i) Upon delivery of such claim, shall notify notice from the indemnitor in writing Indemnitee of any claim to which any indemnity hereunder applies, giving reasonable details of such claim. Notwithstanding the foregoinga Claim, the indemnitee’s failure Indemnitee may elect to so notify the indemnitor shall not preclude it from seeking indemnification hereunder except to the extent such failure materially prejudices the indemnitor’s ability to defend such claim as provided herein (in which event the indemnitee’s right to indemnity will be reduced equitably to reflect such material prejudice). The indemnitor may, at its option and its cost, assume the defense of any claim or litigation such Claim by selecting counsel to defend the Indemnitee against the matter from which this indemnity appliesthe Claim arose, with counsel reasonably satisfactory to the indemnitee. The indemnitee shall cooperate in such defense in all reasonable respects at the Indemnitor's sole cost and expense of the indemnitor. Such action by the indemnitor shall not preclude the indemnitee from continuing the defense of its own interests at its sole cost cost, risk and expense. The indemnitor Indemnitor shall cooperate in all reasonable respects, at the Indemnitor's sole cost, risk and expense, with the Indemnitee and its counsel in the investigation, trial, defense and any appeal arising from the matter from which the Claim arose and shall deliver to the Indemnitee or its counsel copies of all pleadings and other information within the Indemnitor's knowledge or possession reasonably requested by the Indemnitee or its counsel that are relevant to the defense of the subject of any such Claim and that will not enter into any settlement of a claim that involves a remedy other than prejudice the payment of money by the indemnitorIndemnitor's position, claims or agree to any action that would bind the indemnitee or compromise indemnitee’s rights in any way, without the indemnitee’s prior written consent, which consent defenses. The Indemnitor shall not be liable for any settlement effected without its prior consent, such consent not to be unreasonably withheld, conditioned or delayed. If the indemnitor does subject of any Claim results in a judgment or settlement consistent with the terms of this Section 11.6(b), the Indemnitor shall promptly pay such judgment or settlement. The Indemnitee shall consult with the Indemnitor in good faith and in a commercially reasonable manner, including providing notice of any significant development in the defense of any Claim, in connection with the defense of any Claim under this Section 11.6(b)(i). (ii) In the event that the Indemnitee elects not to assume the defense of a claim such Claim, the Indemnitor shall assume the defense of such Claim by providing counsel (such counsel subject to this Section 6.3, indemnitor may participate in such defensethe reasonable approval of the Indemnitee) to defend the Indemnitee against the matter from which the Claim arose, at its the Indemnitor's sole cost, risk and expense. The Indemnitee shall cooperate in all reasonable respects, at the Indemnitor's sole cost, risk and expense, on a monitoringwith the Indemnitor and its counsel in the investigation, non-controlling basistrial, defense and any appeal arising from the indemnitee matter from which the Claim arose. The Indemnitor shall have the right to defend, compromise elect to settle any claim for monetary damages without the Indemnitee's consent only if the settlement includes a complete release of the Indemnitee. Any other settlement will be subject to the consent of the Indemnitee. The Indemnitor may not admit any liability of the Indemnitee or settle waive any of the claim in such manner as it may deem appropriate, at Indemnitee's rights without the indemnitor’s expenseIndemnitee's prior consent.

Defense. The indemnitee, promptly upon knowledge of If any such claim, shall notify the indemnitor in writing of any claim to which any indemnity hereunder applies, giving reasonable details of such claim. Notwithstanding the foregoingaction is brought against an indemnified Person, the indemnitee’s failure indemnifying Party will be entitled to so notify participate in and to assume the indemnitor shall not preclude it from seeking indemnification hereunder except defense thereof to the extent such failure materially prejudices the indemnitor’s ability to defend such claim as provided herein (in which event the indemnitee’s right to indemnity will be reduced equitably to reflect such material prejudice). The indemnitor may, at its option and its cost, assume the defense of any claim or litigation to which this indemnity appliesthat it may wish, with counsel reasonably satisfactory to such indemnified Person, and after notice from the indemnitee. The indemnitee shall cooperate in indemnifying Party to such defense in all reasonable respects at the sole cost and expense indemnified Person of the indemnitor. Such action indemnifying Party’s election to assume the defense thereof, the indemnifying Party shall not be liable to such indemnified Person for any legal or other expenses subsequently incurred by the indemnitor shall not preclude latter in connection with the indemnitee from continuing defense thereof unless the indemnifying Party has failed to assume the defense of such claim and to employ counsel reasonably satisfactory to such indemnified Person. Notwithstanding any of the foregoing to the contrary, the indemnified Person will be entitled to select its own interests counsel and assume the defense of any action brought against it if the indemnifying Party fails to select counsel reasonably satisfactory to the indemnified Person, the expenses of such defense to be paid by the indemnifying Party. As a condition to the indemnifying Party’s obligations hereunder, the indemnified Person will in good faith cooperate with and assist the indemnifying Party in the prosecution or defense of such indemnified claim at its sole cost and expenseno unreasonable expense to the indemnified Person. The indemnitor will not No indemnifying Party shall consent to entry of any judgment or enter into any settlement of with respect to a claim that involves a remedy other than the payment of money by the indemnitor, or agree to any action that would bind the indemnitee or compromise indemnitee’s rights in any way, either (a) without the indemnitee’s prior written consentconsent of the indemnified Person, which consent shall not be unreasonably withheld, conditioned or delayed(b) unless such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified Person of a release from all liability with respect to such claim. If the indemnitor does not assume No indemnified Person shall consent to entry of any judgment or enter into any settlement of any such action, the defense of a claim subject to this Section 6.3which has been assumed by an indemnifying Party, indemnitor may participate in without the consent of such defenseindemnifying Party, at its expense, on a monitoring, non-controlling basis, and the indemnitee which consent shall have the right to defend, compromise or settle the claim in such manner as it may deem appropriate, at the indemnitor’s expensenot be unreasonably withheld.

Defense. The indemnitee, promptly upon knowledge obligations and liabilities of such claim, the parties hereunder with respect to a third party claim shall notify the indemnitor in writing of any claim to which any indemnity hereunder applies, giving reasonable details of such claim. Notwithstanding the foregoing, the indemnitee’s failure to so notify the indemnitor shall not preclude it from seeking indemnification hereunder except be subject to the extent such failure materially prejudices following terms and conditions: (i) An indemnified party shall give the indemnitor’s ability to defend such indemnifying party written notice of a third party claim as provided herein (in which event promptly after receipt by the indemnitee’s right to indemnity will be reduced equitably to reflect such material prejudice). The indemnitor mayindemnified party of notice thereof, and the indemnifying party may undertake at its option and its cost, assume the defense of any claim or litigation to which this indemnity applies, with counsel reasonably satisfactory to the indemnitee. The indemnitee shall cooperate in such defense in all reasonable respects at the sole cost and expense of the indemnitor. Such action defense, compromise and settlement thereof by the indemnitor shall not preclude the indemnitee from continuing the defense representatives of its own interests choosing reasonably acceptable to the indemnified party. The assumption of the defense, compromise and settlement of any such third party claim by the indemnifying party shall be an acknowledgment of the obligation of indemnifying party to indemnify the indemnified party with respect to such claim hereunder. If the indemnified party desires to participate in, but not control, any such defense, compromise and settlement, it may do so at its sole cost and expense. The indemnitor will not enter into any settlement of a claim that involves a remedy other than If, however, the payment of money by the indemnitor, indemnifying party fails or agree refuses to any action that would bind the indemnitee or compromise indemnitee’s rights in any way, without the indemnitee’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the indemnitor does not assume undertake the defense of a such third party claim subject within ten (10) days after written notice of such claim has been given to this Section 6.3the indemnifying party by the indemnified party, indemnitor may participate in such defense, at its expense, on a monitoring, non-controlling basis, and the indemnitee indemnified party shall have the right to defendundertake the defense of such claim with counsel of its own choosing with all costs charged to the indemnifying party. (ii) No settlement of a third party claim involving the asserted liability of the indemnifying party under this Section 8.4 shall be made without the prior written consent of both the indemnifying party and the indemnified party. In the event that the indemnifying party wishes to accept or to offer a settlement of a third party claim and the indemnified party rejects the settlement, and the claim is later resolved by settlement, compromise or settle by final judgment of a court of law, the claim in such manner as it may deem appropriate, at indemnifying party's maximum liability to the indemnitor’s expenseindemnified party shall not exceed the rejected settlement amount.

Defense. The indemniteeIn connection with any indemnification claim arising out of a claim or legal proceeding by a Person who is not a party to this Agreement, promptly upon knowledge an applicable Seller (or, if the claim does not result from a breach of such claim, shall notify the indemnitor a representation or warranty of a Seller contained in writing of any claim to which any indemnity hereunder applies, giving reasonable details of such claim. Notwithstanding the foregoingArticle IV, the indemnitee’s failure to so notify the indemnitor shall not preclude it from seeking indemnification hereunder except to the extent such failure materially prejudices the indemnitor’s ability to defend such claim as provided herein (in which event the indemnitee’s right to indemnity will be reduced equitably to reflect such material prejudice). The indemnitor Stockholders Representative) may, at its option and its costupon written notice to Buyer, assume the defense of any such claim or litigation legal proceeding if the applicable indemnifying Sellers with respect to which such claim acknowledge (or, if the claim does not result from a breach of a representation or warranty of a Seller contained in Article IV, the Stockholders Representative acknowledges), to Buyer the Buyer Indemnitee’s right to indemnity pursuant to this indemnity applies, with counsel reasonably satisfactory Agreement for Losses incurred by the Buyer Indemnitee as a result of such claim (subject to the indemniteelimitations contained in this Agreement, including, without limitation, Section 9.4 hereof). The indemnitee shall cooperate in costs and expenses of such defense in all reasonable respects at shall be paid by Sellers from the sole cost Reserve Account, and expense of the indemnitor. Such action thereafter, Pro Rata by the indemnitor shall Sellers (or by the indemnifying Seller, if the claim results from a breach of a representation or warranty of such Seller contained in Article IV). If the indemnifying Sellers (or, if the claim does not preclude result from a breach of a representation or warranty of a Seller contained in Article IV, the indemnitee from continuing Stockholders Representative) assume the defense of any such claim or legal proceeding, such Sellers (or the Stockholders Representative, as applicable) may use counsel of their choice to prosecute such defense, subject to the approval of such counsel by Buyer, which approval shall not be unreasonably withheld or delayed. Buyer shall be entitled to participate in (but not control) the defense of any such action, with its counsel and the costs and fees of such counsel shall be at its own interests at its sole cost expense unless the named parties to the third-party claim (including any impleaded parties) include both a Seller and expensethe Buyer Indemnitee, and the Buyer Indemnitee reasonably determines based on the advice of counsel, that representation by counsel to the Seller of both the Seller and such Buyer Indemnitee may reasonably be expected to create a conflict of interest. The indemnitor will not enter into indemnifying Seller or Sellers shall be entitled to settle, compromise or consent to the entry of any settlement of a claim that involves a remedy other than the payment of money by the indemnitor, or agree judgment with respect to any action that would bind such claim or legal proceeding only with the indemnitee or compromise indemnitee’s rights in any way, without consent of the indemnitee’s prior written consentBuyer Indemnitee, which consent shall not be unreasonably withheld, conditioned withheld or delayed. If the indemnitor does not assume the defense of a claim subject ; provided, however, that no Buyer Indemnitee shall be obligated under any circumstance whatsoever to this Section 6.3, indemnitor may participate in such defense, at its expense, on a monitoring, non-controlling basis, and the indemnitee shall have the right consent to defendany settlement, compromise or settle consent if such settlement, compromise or consent (i) involves a finding or admission of wrongdoing by the Buyer Indemnitee, (ii) does not include an unconditional written release by the claimant or plaintiff of the Buyer Indemnitee from all liability in respect of such claim or (iii) imposes equitable remedies or any obligation on the Buyer Indemnitee other than solely the payment of money damages for which the Buyer Indemnitee will be indemnified hereunder; and provided, further, that the indemnifying Seller or Sellers shall pay all amounts arising out of such settlement or judgment either concurrently with the effectiveness thereof or shall obtain and deliver to such Buyer Indemnitee prior to the execution of such settlement a general release executed by the third party, which general release shall release such Buyer Indemnitee from any liability in such manner as it may deem appropriate, at the indemnitor’s expensematter.

Defense. The indemnitee, promptly upon knowledge If the facts pertaining to the Loss arise out of such claim, shall notify the indemnitor in writing Claim of any claim third party (other than a member of Purchaser Indemnitees or Seller Indemnitees, whichever is entitled to which any indemnity hereunder applies, giving reasonable details indemnification for such matter) and indemnification is available by virtue of such claim. Notwithstanding the foregoingcircumstances of the Loss, the indemnitee’s failure to so notify Obligor must assume the indemnitor shall not preclude it from seeking indemnification hereunder except to defense or the extent such failure materially prejudices prosecution thereof, including the indemnitor’s ability to defend such claim as provided herein (in which event the indemnitee’s right to indemnity will be reduced equitably to reflect such material prejudice). The indemnitor mayemployment of counsel or accountants, at its option and its cost, assume the defense of any claim or litigation to which this indemnity applies, with counsel reasonably satisfactory to the indemnitee. The indemnitee shall cooperate in such defense in all reasonable respects at the sole cost and expense of the indemnitor. Such action by the indemnitor shall not preclude the indemnitee from continuing the defense of its own interests at its sole cost and expense. If representation of both the Obligor and the Claimant by such counsel would be inappropriate due to actual or potential differing interests between the Obligor and the Claimant in such proceeding (such as the availability of defenses to the Claimant’s claim for indemnity), the Claimant (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the right to retain one separate counsel, with the reasonable fees and expenses to be paid by the Obligor. The indemnitor will Claimant shall have the right to determine and adopt (or, in the case of a proposal by Obligor, to approve) a settlement of such matter in its reasonable discretion, except that Claimant need not enter into consent to any settlement that (a) imposes any non-monetary obligation or (b) Obligor does not agree to pay in full. The Obligor shall not be liable for any settlement of a claim that involves a remedy other than the payment of money by the indemnitor, or agree to any action that would bind the indemnitee or compromise indemnitee’s rights in any way, such Claim effected without the indemnitee’s its prior written consent, which consent shall not be unreasonably withheld, conditioned delayed, or delayedconditioned. If Whether or not the indemnitor does not assume Obligor chooses to so defend or prosecute such Claim, all the parties hereto shall cooperate in the defense of a claim subject to this Section 6.3or prosecution thereof and shall furnish such records, indemnitor may participate in such defense, at its expense, on a monitoring, non-controlling basisinformation, and the indemnitee shall have the right to defendtestimony, compromise or settle the claim and attend such conferences, discovery proceedings, hearings, trials, and appeals, as may be reasonably requested in such manner as it may deem appropriate, at the indemnitor’s expenseconnection therewith.

Defense. The indemnitee, promptly upon knowledge of such claim, shall notify the indemnitor in writing In connection with any claim giving rise to indemnity hereunder arising out of any claim to which or legal proceeding by any indemnity hereunder applies, giving reasonable details of such claim. Notwithstanding the foregoingperson who is not a Claimant, the indemnitee’s failure to so notify the indemnitor shall not preclude it from seeking indemnification hereunder except Obligor at its sole cost and expense may, upon written notice to the extent such failure materially prejudices Claimant, elect to assume the indemnitor’s ability to defend defense of any such claim as or legal proceeding. If the Obligor has so elected to assume the defense of any such claim or legal proceeding, such defense shall be conducted by counsel chosen by the Obligor, provided herein (in which event that such counsel is reasonably satisfactory to the indemnitee’s right to indemnity will be reduced equitably to reflect such material prejudice)Claimant. The indemnitor may, Claimant shall be entitled to participate in (but not control) the defense of any such action with its own counsel and at its option and its cost, own expense. If the Obligor has elected to assume the defense of any claim or litigation legal proceeding as provided herein, the Claimant shall not be entitled to indemnification for legal fees and expenses relating to such claim or proceeding that are incurred by the Claimant after the time at which this indemnity applies, with counsel reasonably satisfactory to the indemniteeObligor has so elected. The indemnitee Claimant shall cooperate in such defense in all reasonable respects at not settle or compromise any indemnified liability without the sole cost and expense prior written consent of the indemnitor. Such action by the indemnitor Obligor, which shall not preclude be unreasonably withheld. In the indemnitee from continuing event that the defense of its own interests at its sole cost and expense. The indemnitor will Obligor shall so assume such defense, it shall not enter into compromise or settle any settlement of a claim that involves a remedy other than the payment of money by the indemnitorsuch claim, action, or agree to any action that would bind suit unless (i) the indemnitee or compromise indemnitee’s rights in any way, without the indemnitee’s Claimant gives its prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed(ii) the terms of the compromise or settlement of such claim, action, or suit provide that the Claimant shall have no responsibility for the discharge of any settlement amount and impose or create no other obligations, liabilities or duties on the Claimant, and the compromise or settlement discharges all rights against the Claimant with respect to such claim, action, or suit. If the indemnitor does not assume The Claimant will reasonably cooperate with the defense of a claim subject any such claim, action, or suit and will provide such personnel, technical support, and access to this Section 6.3, indemnitor information as may participate be reasonably requested by the Obligor in connection with such defense, at its expense, on a monitoring, non-controlling basis, and the indemnitee shall have the right to defend, compromise or settle the claim in such manner as it may deem appropriate, at the indemnitor’s expense.

Defense. The indemnitee1.9.1 If any such action is brought against an indemnified Person for which such Person is entitled to release, promptly upon knowledge of such claimdefense, shall notify the indemnitor in writing of any claim to which any or indemnity hereunder applies, giving reasonable details of such claim. Notwithstanding the foregoingunder this Article 1, the indemnitee’s failure indemnifying party will be entitled to so notify participate in and to assume the indemnitor shall not preclude it from seeking indemnification hereunder except defense thereof to the extent such failure materially prejudices the indemnitor’s ability to defend such claim as provided herein (in which event the indemnitee’s right to indemnity will be reduced equitably to reflect such material prejudice). The indemnitor may, at its option and its cost, assume the defense of any claim or litigation to which this indemnity appliesthat it may wish, with counsel reasonably satisfactory to such indemnified Person, and after notice from the indemnitee. The indemnitee shall cooperate in indemnifying Person to such defense in all reasonable respects at the sole cost and expense indemnified Person of the indemnitor. Such action indemnifying party’s election to assume the defense thereof, the indemnifying party shall not be liable to such indemnified Person for any legal or other expenses subsequently incurred by the indemnitor shall not preclude latter in connection with the indemnitee from continuing defense thereof unless the indemnifying party has failed to assume the defense of such claim and to employ counsel reasonably satisfactory to such indemnified Person. 1.9.2 Notwithstanding any of the foregoing to the contrary, the indemnified Person will be entitled to select its own interests counsel and assume the defense of any action brought against it if the indemnifying party fails to select counsel reasonably satisfactory to the indemnified Person, and the expenses of such defense to be paid by the indemnifying party. As a condition to the indemnifying party’s obligations hereunder, the indemnified Person will in good faith cooperate with and assist the indemnifying party in the prosecution or defense of such indemnified claim at its sole cost and expense. The indemnitor will not no unreasonable expense to the indemnified Person. 1.9.3 No indemnifying party shall consent to entry of any judgment or enter into any settlement of with respect to a claim that involves a remedy other than the payment of money by the indemnitor, or agree to any action that would bind the indemnitee or compromise indemnitee’s rights in any way, either (i) without the indemnitee’s prior written consentconsent of the indemnified Person, which consent shall not be unreasonably withheld, conditioned or delayed(ii) unless such judgment or settlement includes as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified Person of a release from all liability with respect to such claim. If the indemnitor does No indemnified Person shall consent to entry of any judgment or enter into any settlement of any such action, whether or not assume the defense of a claim subject to this Section 6.3which has been assumed by an indemnifying party, indemnitor may participate in without the consent of such defenseindemnifying party, at its expense, on a monitoring, non-controlling basis, and the indemnitee which consent shall have the right to defend, compromise or settle the claim in such manner as it may deem appropriate, at the indemnitor’s expensenot be unreasonably withheld.

Defense. The indemnitee, promptly upon knowledge After delivery of such claim, shall notify notice from the indemnitor in writing Indemnitee of any claim to which any indemnity hereunder applies, giving reasonable details of such claim. Notwithstanding the foregoinga Claim, the indemnitee’s failure Indemnitee may elect to so notify the indemnitor shall not preclude it from seeking indemnification hereunder except to the extent such failure materially prejudices the indemnitor’s ability to defend such claim as provided herein (in which event the indemnitee’s right to indemnity will be reduced equitably to reflect such material prejudice). The indemnitor may, at its option and its cost, assume the defense of any claim the Claim. If the Indemnitee notifies the Indemnitor that the Indemnitee is not assuming the defense of the Claim, the Indemnitor shall defend the Claim. Irrespective of whether the Indemnitee or litigation the Indemnitor defends the Claim, in the case of a Claim against a QuatRx Indemnitee the cost and the expense of that defense shall be paid from the escrow fund established under the Escrow Agreement until that fund is exhausted. If the Indemnitee elects to which this indemnity appliesassume the defense of the Claim, with counsel reasonably satisfactory to the indemnitee. The indemnitee Indemnitor shall cooperate in such all reasonable respects, at the Indemnitor's sole cost, risk and expense, with the Indemnitee and its counsel in the investigation, trial, defense and any appeal arising from the matter from which the Claim arose. If the Indemnitor defends the Claim, the Indemnitee shall cooperate in all reasonable respects at with the sole cost Indemnitor and expense its counsel in the investigation, trial, defense and any appeal arising from the matter from which the Claim arose and shall deliver to the Indemnitor or its counsel copies of all pleadings and other information within the indemnitor. Such action Indemnitee's knowledge or possession reasonably requested by the indemnitor shall not preclude the indemnitee from continuing Indemnitor or its counsel that are relevant to the defense of its own interests at its sole cost and expense. The indemnitor will not enter into the subject of any settlement of a claim that involves a remedy other than the payment of money by the indemnitor, or agree to any action that would bind the indemnitee or compromise indemnitee’s rights in any way, without the indemnitee’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayedsuch Claim. If the indemnitor does not assume Indemnitor defends the defense of a claim subject to this Section 6.3Claims, indemnitor may participate in such defense, at its expense, on a monitoring, non-controlling basis, and the indemnitee Indemnitor shall have the right to defendelect to settle any claim for monetary damages without the Indemnitee's consent only if the settlement includes a complete release of the Indemnitee. Any other settlement will be subject to the consent of the Indemnitee. The Indemnitor may not admit any liability of the Indemnitee or waive any of the Indemnitee's rights without the Indemnitee's prior consent. The Indemnitor shall not be liable for any settlement effected without its prior consent, compromise such consent not to be unreasonably withheld. If any Claim results in a judgment or settle settlement consistent with the claim terms of this Section 11.5(b), then, subject to the rules set forth in this Section 11 that could result in indemnification "beyond" the Indemnity Shares held in escrow (see 69 Sections 11.1(b) and 11.4(c)), such manner as it may deem appropriate, at the indemnitor’s expensejudgment or settlement shall be paid out of any remaining Indemnity Shares.