Indemnification Claim Procedures. (i) If any third party notifies any Indemnified Party with respect to the commencement of any Action that may give rise to a claim for indemnification against any Indemnitor under this Section 8 (an "Indemnification Claim"), then the Indemnified Party will promptly give notice to the Indemnitor pursuant to Section 8(e). (ii) An Indemnitor will have the right at any time to assume and thereafter conduct the defense of the Indemnification Claim with counsel of the Indemnitor's choice reasonably satisfactory to the Indemnified Party; provided, however, the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Indemnification Claim without the prior written consent of the Indemnitor (not to be withheld unreasonably). (iii) Unless and until an Indemnitor assumes the defense of the Indemnification Claim as provided in Section 8(d)(ii), the Indemnitor may defend against the Indemnification Claim in any manner the Indemnitor reasonably may deem appropriate. (iv) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to the Indemnification Claim without the prior written consent of the Indemnitor (not to be withheld unreasonably).
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