Common use of Indemnification Matters Involving Third Parties Clause in Contracts

Indemnification Matters Involving Third Parties. With respect to the obligation of either party to indemnify pursuant to this Lease: (1) If any claim or demand for which an Indemnifying Party would be liable to an Indemnified Party is asserted against or sought to be collected from the Indemnified Party by a third party, Indemnified Party shall with reasonable promptness notify in writing the Indemnifying Party of such claim or demand stating with reasonable specificity the circumstances of the Indemnified Party’s claim for indemnification; provided, however, that any failure to give such notice will not waive any rights of the Indemnified Party except to the extent the rights of the Indemnifying Party are actually prejudiced. After receipt by the Indemnifying Party of such notice, then upon reasonable notice from the Indemnifying Party to the Indemnified Party, or upon the request of the Indemnified Party, the Indemnifying Party shall defend, manage and conduct any proceedings, negotiations or communications involving any claimant whose claim is the subject of the Indemnified Party’s notice to the Indemnifying Party as set forth above, and shall take all actions necessary, including, but not limited to, the posting of such bond or other security as may be required by any governmental authority, so as to enable the claim to be defended against or resolved without expense or other action by the Indemnified Party. Upon request of the Indemnifying Party, the Indemnified Party shall, to the extent it may legally do so and to the extent that it is compensated in advance by the Indemnifying Party for any costs and expenses thereby incurred, (a) take such action as the Indemnifying Party may reasonably request in connection with such action, (b) allow the Indemnifying Party to dispute such action in the name of the Indemnified Party and to conduct a defense to such action on behalf of the Indemnified Party, and (c) render to the Indemnifying Party all such assistance as the Indemnifying Party may reasonably request in connection with such dispute and defense. (2) In any action or proceeding, the Indemnified Party shall have the right to retain its own counsel, but, in the event the Landlord is the Indemnified Party, Landlord shall have the right to retain only one counsel on behalf of all the Landlord; but the fees and expenses of such counsel shall be at its own expense unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any suit, action or proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of all parties by the same counsel would be inappropriate due to actual or potential conflict of interests between them. (3) An Indemnifying Party shall not be liable under this lease for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder. (4) The Indemnifying Party may settle any claim without the consent of the Indemnified Party, but only if the sole relief awarded is monetary damages that are paid in full by the Indemnifying Party. The Indemnified Party shall, subject to its reasonable business needs, use reasonable efforts to minimize the indemnification sought from the Indemnifying Party under this Agreement.

Indemnification Matters Involving Third Parties. With respect Oncology and Response ("Indemnitor") shall indemnify, hold harmless and defend the other ("Indemnitee") from and against any and all liability, loss, damage, claim, causes of action, and expenses (including reasonable attorneys' fees, except to the obligation extent limited below), whether or not covered by insurance, caused or asserted to have been caused, directly or indirectly, by or as a result of either party to indemnify pursuant to this Lease:the acts (intentional or negligent) or omissions by, in the case of Oncology, by any Physician Stockholder or other person acting under the supervision and control thereof, or, in the case of Response, by any employee thereof who is not acting under the supervision and control of a Physician Stockholder of Oncology. (1a) If any claim or demand for third party shall notify an Indemnitee with respect to any matter (a "Third Party Claim") which an Indemnifying Party would be liable may give rise to an Indemnified Party is asserted against or sought to be collected from the Indemnified Party by a third party, Indemnified Party shall with reasonable promptness notify in writing the Indemnifying Party of such claim or demand stating with reasonable specificity the circumstances of the Indemnified Party’s claim for indemnificationindemnification under this Section 10.4, then the Indemnitee shall promptly notify the Indemnitor in writing; provided, however, that any failure to give such notice will not waive any rights no delay on the part of the Indemnified Party except Indemnitee in notifying the Indemnitor shall relieve the Indemnitor from any obligation hereunder unless (and then solely to the extent extent) the rights of the Indemnifying Party are actually prejudiced. After receipt Indemnitor is prejudiced by the Indemnifying Party of such notice, then upon reasonable notice from the Indemnifying Party to the Indemnified Party, or upon the request of the Indemnified Party, the Indemnifying Party shall defend, manage and conduct any proceedings, negotiations or communications involving any claimant whose claim is the subject of the Indemnified Party’s notice to the Indemnifying Party as set forth above, and shall take all actions necessary, including, but not limited to, the posting of such bond or other security as may be required by any governmental authority, so as to enable the claim to be defended against or resolved without expense or other action by the Indemnified Party. Upon request of the Indemnifying Party, the Indemnified Party shall, to the extent it may legally do so and to the extent that it is compensated in advance by the Indemnifying Party for any costs and expenses thereby incurred, (a) take such action as the Indemnifying Party may reasonably request in connection with such action,delay. (b) allow The Indemnitor will have the Indemnifying right to defend the Indemnitee against the Third Party Claim with counsel of its choice satisfactory to dispute such action the Indemnitee so long as (A) the Indemnitor notifies the Indemnitee in writing within 15 days after the Indemnitee has given notice of the Third Party Claim that the Indemnitor will indemnify the Indemnitee from and against the entirety of any Adverse Consequences (hereinbelow defined) the Indemnitee may suffer resulting from, arising out of, relating to, in the name nature of, or caused by the Third Party Claim, (B) the Indemnitor provides the Indemnitee with evidence acceptable to the Indemnitee that the Indemnitor will have the financial resources to defend against the 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, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party and Indemnitee, likely to conduct establish a defense precedential custom or practice adverse to such action on behalf the continuing business interests of the Indemnified PartyIndemnitee, andand (E) the Indemnitor conducts the defense of the Third Party Claim actively and diligently. (c) render So long as the Indemnitor is conducting the defense of the Third Party Claim in accordance with Section 10.4(b) above, (A) the Indemnitee may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnitee will not consent to the Indemnifying entry of any judgment or enter into any settlement with respect to the Third Party all such assistance as Claim without the Indemnifying prior written consent of the Indemnitor (not to be withheld unreasonably), and (C) the Indemnitor will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party may reasonably request in connection with such dispute and defenseClaim without the prior written consent of the Indemnitee. (2d) In the event any action of the conditions in Section 10.4(b) above is or proceedingbecomes unsatisfied, however, (A) the Indemnitee may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Indemnified Third Party shall have Claim in any manner it may deem appropriate (and the right to retain its own counselIndemnitee need not consult with, butor obtain any consent from, the Indemnitor in connection therewith), (B) the Indemnitor will reimburse the Indemnitee promptly and periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expenses), and (C) the Indemnitor will remain responsible for any Adverse Consequences the Indemnitee may suffer resulting from, arising out of, relating to, in the event nature of, or caused by the Landlord is the Indemnified Party, Landlord shall have the right to retain only one counsel on behalf of all the Landlord; but the fees and expenses of such counsel shall be at its own expense unless (i) the Indemnifying Third Party and the Indemnified Party shall have mutually agreed Claim to the retention of such counsel or (ii) the named parties to any suit, action or proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of all parties by the same counsel would be inappropriate due to actual or potential conflict of interests between themfullest extent provided in this Section 10.4. (3) An Indemnifying Party shall not be liable under this lease for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder. (4) The Indemnifying Party may settle any claim without the consent of the Indemnified Party, but only if the sole relief awarded is monetary damages that are paid in full by the Indemnifying Party. The Indemnified Party shall, subject to its reasonable business needs, use reasonable efforts to minimize the indemnification sought from the Indemnifying Party under this Agreement.

Indemnification Matters Involving Third Parties. With respect to the obligation of either party to indemnify pursuant to this Lease: (1i) If any third party shall notify any person or entity entitled to indemnification under this Lease (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim or demand for which an indemnification against another party (the “Indemnifying Party would be liable to an Indemnified Party is asserted against or sought to be collected from Party”), then the Indemnified Party by a third party, Indemnified Party shall with reasonable promptness promptly notify in writing the Indemnifying Party of such claim or demand stating with reasonable specificity the circumstances of the Indemnified Party’s claim for indemnificationthereof in writing; provided, however, that any failure to give such notice will not waive any rights no delay on the part of the Indemnified Party except to the extent the rights of in notifying the Indemnifying Party are actually prejudiced. After receipt by shall relieve the Indemnifying Party of such noticefrom any obligation hereunder unless, and then upon reasonable notice from solely to the extent, the Indemnifying Party thereby is prejudiced. (ii) An Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice satisfactory to the Indemnified PartyParty so long as (a) the Indemnifying Party notifies the Indemnified Party in writing, within 15 days after the Indemnified Party has given notice of the Third Party Claim, that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or upon caused by the request Third Party Claim, (b) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the 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, (d) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party and (e) the Indemnifying Party shall defend, manage and conduct any proceedings, negotiations or communications involving any claimant whose claim is conducts the subject defense of the Indemnified Party’s notice to Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party as set forth is conducting the defense of the Third Party Claim in accordance with clause (ii) above, and shall take all actions necessary, including, but not limited to, the posting of such bond or other security as may be required by any governmental authority, so as to enable the claim to be defended against or resolved without expense or other action by (A) the Indemnified Party. Upon request Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, the Indemnified Party shallnot to be withheld unreasonably, to the extent it may legally do so and to the extent that it is compensated in advance by the Indemnifying Party for any costs and expenses thereby incurred, (a) take such action as the Indemnifying Party may reasonably request in connection with such action, (b) allow the Indemnifying Party to dispute such action in the name of the Indemnified Party and to conduct a defense to such action on behalf of the Indemnified Party, and (c) render to the Indemnifying Party all such assistance as the Indemnifying Party may reasonably request in connection with such dispute and defense. (2) In any action or proceeding, the Indemnified Party shall have the right to retain its own counsel, but, in the event the Landlord is the Indemnified Party, Landlord shall have the right to retain only one counsel on behalf of all the Landlord; but the fees and expenses of such counsel shall be at its own expense unless (iC) the Indemnifying Party and the Indemnified Party shall have mutually agreed will not consent to the retention entry of such counsel any judgment or (ii) the named parties to any suit, action or proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of all parties by the same counsel would be inappropriate due to actual or potential conflict of interests between them. (3) An Indemnifying Party shall not be liable under this lease for enter into any settlement effected without its consent of any claim, litigation or proceeding in with respect of which indemnity may be sought hereunder. (4) The Indemnifying to the Third Party may settle any claim Claim without the prior written consent of the Indemnified Party, but only if not to be withheld unreasonably. (iv) If any of the sole relief awarded conditions in clause (ii) above is monetary damages that are paid in full by or becomes unsatisfied, however, (A) the Indemnifying Party. The Indemnified Party shallmay defend against, subject and consent to its reasonable business needsthe entry of any judgment or enter into any settlement with respect to, use reasonable efforts to minimize the indemnification sought from Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Party under will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including attorneys’ fees and expenses), and (C) the Indemnifying Party will remain responsible for any damages, penalties, fines, costs and expenses, including attorney’s fees, the Indemnified Party may suffer resulting from, arising out of, relating to, or caused by the Third Party Claim to the fullest extent provided in this AgreementLease.

Indemnification Matters Involving Third Parties. With respect to the obligation of either party to indemnify pursuant to this Lease: (1i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third-Party Claim") which may give rise to a claim or demand for which an indemnification against any other Party (the "Indemnifying Party would be liable to an Indemnified Party is asserted against or sought to be collected from Party") under this Section 5, then the Indemnified Party by a third party, Indemnified Party shall with reasonable promptness promptly notify in writing the each Indemnifying Party of such claim or demand stating with reasonable specificity the circumstances of the Indemnified Party’s claim for indemnificationthereof in writing; provided, however, that any failure to give such notice will not waive any rights -------- ------- no delay on the part of the Indemnified Party except to the extent the rights of in notifying any Indemnifying Party shall relieve the Indemnifying Party are actually prejudicedfrom any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is prejudiced thereby. After receipt In determining the amount of Adverse Consequences for purposes of Sections 5(d), (e) and (f) hereof, the Parties shall make appropriate adjustments for tax effects and insurance coverage and take into account the time cost of money (using the Applicable Rate as the discount rate). (ii) Any Indemnifying Party will have the right to assume the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 20 days after the Indemnified Party has given notice of the Third-Party Claim; provided, however, that the Indemnifying -------- ------- Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and, provided, further, that the Indemnified Party may -------- ------- retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim; provided, -------- that, if the named parties to any such Third-Party Claim (including any impleaded parties) include an Indemnified Party and the Indemnifying Party or one or more other Indemnified Parties and such Indemnified Party shall have been advised by its counsel in writing that there is a conflict of interest between such Indemnified Party and the Indemnifying Party or any such other Indemnified Party in the conduct of the defense thereof, then in any such case the reasonable fees and expenses of such separate counsel shall be borne by the Indemnifying Party of such notice, then upon reasonable notice from Party. In the event that the Indemnifying Party fails to assume the Indemnified Party, or upon the request defense of the Indemnified Party, the Indemnifying a Third-Party shall defend, manage and conduct any proceedings, negotiations or communications involving any claimant whose claim is the subject of the Indemnified Party’s notice to the Indemnifying Party as set forth above, and shall take all actions necessary, including, but not limited to, the posting of such bond or other security as may be required by any governmental authority, so as to enable the claim to be defended against or resolved without expense or other action by the Indemnified Party. Upon request of the Indemnifying Party, the Indemnified Party shall, to the extent it may legally do so and to the extent that it is compensated in advance by the Indemnifying Party for any costs and expenses thereby incurred, (a) take such action as the Indemnifying Party may reasonably request in connection with such action, (b) allow the Indemnifying Party to dispute such action Claim in the name of the Indemnified Party and manner provided above in this Paragraph (ii) or fails to conduct the defense of a defense to Third-Party Claim actively and diligently after such action on behalf of the Indemnified Party, and (c) render to the Indemnifying Party all such assistance as the Indemnifying Party may reasonably request in connection with such dispute and defense. (2) In any action or proceedingassumption, the Indemnified Party shall have the right to retain select counsel of its own counsel, but, in choice (and at its sole discretion) and the event the Landlord is the Indemnified Party, Landlord shall have the right to retain only one counsel on behalf of all the Landlord; but the reasonable fees and expenses of such counsel shall be at its own expense unless paid by the Indemnifying Party. (iiii) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with paragraph (ii) above, (A) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably). (iv) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Paragraph (ii) above, (A) the Indemnified Party may defend against and consent to the entry of any judgment, or enter into any settlement with respect to, the Third-Party Claim in any manner it reasonably may deem appropriate (although the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any suit, action or proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of all parties by the same counsel would be inappropriate due to actual or potential conflict of interests between them. (3) An Indemnifying Party shall not be liable under this lease for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder. (4) The Indemnifying Party may settle any claim without the consent of the Indemnified Party, but only if the sole relief awarded is monetary damages that are paid in full by the Indemnifying Party. The Indemnified Party shall, subject to its reasonable business needs, use reasonable efforts to minimize the indemnification sought from consult with, and obtain prior written consent from, any Indemnifying Party in connection therewith, which consent shall not be unreasonably withheld or delayed) and (B) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party under may suffer resulting from, arising out of, relating to, in the nature of, or caused by, the Third- Party Claim to the fullest extent provided in this AgreementSection 5(f).

Indemnification Matters Involving Third Parties. With respect to the obligation of either party to indemnify pursuant to this Lease: (1i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim or demand for which an indemnification against any other Party (the "Indemnifying Party would be liable to an Indemnified Party is asserted against or sought to be collected from Party") under this Section 5, then the Indemnified Party by a third party, Indemnified Party shall with reasonable promptness promptly notify in writing the each Indemnifying Party of such claim or demand stating with reasonable specificity the circumstances of the Indemnified Party’s claim for indemnificationthereof in writing; provided, however, that any failure to give such notice will not waive any rights no delay on the part of the Indemnified Party except to the extent the rights of in notifying any Indemnifying Party shall relieve the Indemnifying Party are actually prejudicedfrom any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is prejudiced thereby. After receipt In determining the amount of Adverse Consequences for purposes of Sections 5(c), (d) and (e) hereof, the Parties shall make appropriate adjustments for tax effects and insurance coverage and take into account the time cost of money (using the Applicable Rate as the discount rate). (ii) Any Indemnifying Party will have the right to assume the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 20 days after the Indemnified Party has given notice of the Third Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co- counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided, that, if the named parties to any such Third Party Claim (including any impleaded parties) include an Indemnified Party and the Indemnifying Party or one or more other Indemnified Parties and such Indemnified Party shall have been advised by its counsel in writing that there is a conflict of interest between such Indemnified Party and the Indemnifying Party or any such other Indemnified Party in the conduct of the defense thereof, then in any such case the reasonable fees and expenses of such separate counsel shall be borne by the Indemnifying Party of such notice, then upon reasonable notice from Party. In the event that the Indemnifying Party fails to assume the Indemnified Party, or upon the request defense of the Indemnified Party, the Indemnifying a Third Party shall defend, manage and conduct any proceedings, negotiations or communications involving any claimant whose claim is the subject of the Indemnified Party’s notice to the Indemnifying Party as set forth above, and shall take all actions necessary, including, but not limited to, the posting of such bond or other security as may be required by any governmental authority, so as to enable the claim to be defended against or resolved without expense or other action by the Indemnified Party. Upon request of the Indemnifying Party, the Indemnified Party shall, to the extent it may legally do so and to the extent that it is compensated in advance by the Indemnifying Party for any costs and expenses thereby incurred, (a) take such action as the Indemnifying Party may reasonably request in connection with such action, (b) allow the Indemnifying Party to dispute such action Claim in the name of the Indemnified Party and manner provided above in this Paragraph (ii) or fails to conduct the defense of a defense to Third Party Claim actively and diligently after such action on behalf of the Indemnified Party, and (c) render to the Indemnifying Party all such assistance as the Indemnifying Party may reasonably request in connection with such dispute and defense. (2) In any action or proceedingassumption, the Indemnified Party shall have the right to retain select counsel of his or its own counsel, but, in choice (and at his or its sole discretion) and the event the Landlord is the Indemnified Party, Landlord shall have the right to retain only one counsel on behalf of all the Landlord; but the reasonable fees and expenses of such counsel shall be at its own expense unless (i) the Indemnifying Party and the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any suit, action or proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of all parties by the same counsel would be inappropriate due to actual or potential conflict of interests between them. (3) An Indemnifying Party shall not be liable under this lease for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder. (4) The Indemnifying Party may settle any claim without the consent of the Indemnified Party, but only if the sole relief awarded is monetary damages that are paid in full by the Indemnifying Party. The Indemnified Party shall, subject to its reasonable business needs, use reasonable efforts to minimize the indemnification sought from the Indemnifying Party under this Agreement.

Indemnification Matters Involving Third Parties. With respect to the obligation of either party to indemnify pursuant to this Lease: (1i) If any claim or demand for which an Indemnifying Party would be liable to an third party shall notify any Buyer Indemnified Party is asserted (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against or sought to be collected from any other party (the "Indemnifying Party") under this Section 9.1, then the Indemnified Party by a third party, Indemnified Party shall with reasonable promptness notify in writing the each Indemnifying Party of such claim or demand stating with reasonable specificity the circumstances of the Indemnified Party’s claim for indemnificationthereof in writing; providedPROVIDED, howeverHOWEVER, that any failure to give such notice will not waive any rights no delay on the part of the Indemnified Party except to the extent the rights of in notifying any Indemnifying Party shall relieve the Indemnifying Party are actually prejudiced. After receipt from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is prejudiced thereby; (ii) Except as provided in Section 9.1(b)(v), any Indemnifying Party will have the right to assume the defense of the Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party at any time within 20 days after the Indemnified Party has given notice of the Third Party Claim; PROVIDED, HOWEVER, that the Indemnifying Party must conduct the defense of the Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and PROVIDED FURTHER that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; PROVIDED, that, if the named parties to any such Third Party Claim (including any impleaded parties) include an Indemnified Party and the Indemnifying Party or one or more other Indemnified Parties and such Indemnified Party shall have been advised by its counsel in writing that there is a conflict of interest between such Indemnified Party and the Indemnifying Party or any such other Indemnified Party in the conduct of the defense thereof, then in any such case the reasonable fees and expenses of such separate counsel (which shall be acceptable to the Indemnified and Indemnifying Party) shall be borne by the Indemnifying Party of such notice, then upon reasonable notice from Party. In the event that the Indemnifying Party fails to assume the Indemnified Party, or upon the request defense of the Indemnified Party, the Indemnifying a Third Party shall defend, manage and conduct any proceedings, negotiations or communications involving any claimant whose claim is the subject of the Indemnified Party’s notice to the Indemnifying Party as set forth above, and shall take all actions necessary, including, but not limited to, the posting of such bond or other security as may be required by any governmental authority, so as to enable the claim to be defended against or resolved without expense or other action by the Indemnified Party. Upon request of the Indemnifying Party, the Indemnified Party shall, to the extent it may legally do so and to the extent that it is compensated in advance by the Indemnifying Party for any costs and expenses thereby incurred, (a) take such action as the Indemnifying Party may reasonably request in connection with such action, (b) allow the Indemnifying Party to dispute such action Claim in the name of the Indemnified Party and manner provided above in this Paragraph (ii) or fails to conduct the defense of a defense to Third Party Claim actively and diligently after such action on behalf of the Indemnified Party, and (c) render to the Indemnifying Party all such assistance as the Indemnifying Party may reasonably request in connection with such dispute and defense. (2) In any action or proceedingassumption, the Indemnified Party shall have the right to retain select counsel of his or its own counsel, but, in choice (and at his or its sole discretion) and the event the Landlord is the Indemnified Party, Landlord shall have the right to retain only one counsel on behalf of all the Landlord; but the reasonable fees and expenses of such counsel shall be at its own expense unless paid by the Indemnifying Party subject to the limitations set forth in Section 9.1(a); (iiii) So long as the Indemnifying Party has assumed and is conducting the defense of the Third Party Claim in accordance with Paragraph (ii) above, (A) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably); (iv) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third Party Claim in accordance with Paragraph (ii) above, (A) the Indemnified Party may defend against and consent to the entry of any judgment, or enter into any settlement with respect to, the Third Party Claim in any manner he or it reasonably may deem appropriate (although the Indemnified Party shall have mutually agreed use reasonable efforts to the retention of such counsel consult with, and obtain prior written consent from, any Indemnifying Party in connection therewith, which consent shall not be unreasonably withheld or delayed) and (iiB) the named parties to Indemnifying Parties will remain responsible for any suit, action or proceeding (including any impleaded parties) include both the Indemnifying Party and Adverse Consequences the Indemnified Party and representation of all parties by may suffer resulting from, arising out of, relating to, in the same counsel would be inappropriate due nature of, or caused by, the Third Party Claim to actual or potential conflict of interests between them.the fullest extent provided in this Section 9.1; and (3v) An Indemnifying Party Buyer shall not be liable under this lease for any settlement effected without its consent have the right to assume the defense of any claim, litigation or proceeding claim relating to Taxes in respect of which indemnity may be sought hereunder. Sellers have agreed to indemnify Buyer or Target, subject to the limitations of Section 9.1(a). If Buyer elects to assume the defense, it will promptly inform Sellers of, and permit the reasonable participation of Sellers (4at Sellers' expense) The Indemnifying Party may settle in, any claim investigation, audit or other proceeding by or with the IRS or any other Governmental Entity and will not consent to the settlement or final determination in such proceeding without the prior written consent of the Indemnified Party, but only if the sole relief awarded is monetary damages that are paid in full by the Indemnifying Party. The Indemnified Party shall, subject to its reasonable business needs, use reasonable efforts to minimize the indemnification sought from the Indemnifying Party under this AgreementSeller Representative (which consent will not be unreasonably withheld).

Indemnification Matters Involving Third Parties. With respect to the obligation of either party to indemnify pursuant to this Lease: (1i) If any third party shall notify any person or entity entitled to indemnification under this Lease (the “Indemnified Party”) with respect to any matter (a “Third Party Claim”) which may give rise to a claim or demand for which an indemnification against another party (the “Indemnifying Party would be liable to an Indemnified Party is asserted against or sought to be collected from Party”), then the Indemnified Party by a third party, Indemnified Party shall with reasonable promptness promptly notify in writing the Indemnifying Party of such claim or demand stating with reasonable specificity the circumstances of the Indemnified Party’s claim for indemnificationthereof in writing; provided, however, that any failure to give such notice will not waive any rights no delay on the part of the Indemnified Party except to the extent the rights of in notifying the Indemnifying Party are actually prejudiced. After receipt by shall relieve the Indemnifying Party of such noticefrom any obligation hereunder unless, and then upon reasonable notice from solely to the extent, the Indemnifying Party thereby is prejudiced. (ii) An Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice satisfactory to the Indemnified PartyParty so long as (a) the Indemnifying Party notifies the Indemnified Party in writing, within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim, that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or upon caused by the request Third Party Claim, (b) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the 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; (d) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, the Indemnifying Party shall defendlikely to establish a precedent, manage and conduct any proceedings, negotiations custom or communications involving any claimant whose claim is the subject of the Indemnified Party’s notice practice adverse to the Indemnifying Party as set forth above, and shall take all actions necessary, including, but not limited to, the posting of such bond or other security as may be required by any governmental authority, so as to enable the claim to be defended against or resolved without expense or other action by the Indemnified Party. Upon request of the Indemnifying Party, the Indemnified Party shall, to the extent it may legally do so and to the extent that it is compensated in advance by the Indemnifying Party for any costs and expenses thereby incurred, (a) take such action as the Indemnifying Party may reasonably request in connection with such action, (b) allow the Indemnifying Party to dispute such action in the name continuing business interests of the Indemnified Party and to conduct a defense to such action on behalf of the Indemnified Party, and (ce) render to the Indemnifying Party all such assistance conducts the defense of the Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party may reasonably request is conducting the defense of the Third Party Claim in connection accordance with such dispute and defense. clause (2ii) In any action or proceedingabove, (A) the Indemnified Party shall have the right to may retain separate co-counsel at its own counsel, but, sole cost and expense and participate in the event defense of the Landlord is Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the indemnifying Party, Landlord shall have the right not to retain only one counsel on behalf of all the Landlord; but the fees be withheld unreasonably, and expenses of such counsel shall be at its own expense unless (iC) the Indemnifying Party and the Indemnified Party shall have mutually agreed will not consent to the retention entry of such counsel any judgment or (ii) the named parties to any suit, action or proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of all parties by the same counsel would be inappropriate due to actual or potential conflict of interests between them. (3) An Indemnifying Party shall not be liable under this lease for enter into any settlement effected without its consent of any claim, litigation or proceeding in with respect of which indemnity may be sought hereunder. (4) The Indemnifying to the Third Party may settle any claim Claim without the prior written consent of the Indemnified Party, but only if not to be withheld unreasonably. (iv) If any of the sole relief awarded conditions in clause (ii) above is monetary damages that are paid in full by or becomes unsatisfied, however, (A) the Indemnifying Party. The Indemnified Party shallmay defend against, subject and consent to its reasonable business needsthe entry of any judgment or enter into any settlement with respect to, use reasonable efforts to minimize the indemnification sought from Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Party under will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including attorneys’ fees and expenses), and (C) the Indemnifying Party will remain responsible for any damages, penalties, fines, costs and expenses, including attorneys’ fees, the Indemnified Party my suffer resulting from, arising out of, relating to, or caused by the Third Party Claim to the fullest extent provided in this AgreementLease.

Indemnification Matters Involving Third Parties. With respect to the obligation of either party to indemnify pursuant to this Lease: (1a) If any third party shall notify any Party (the "INDEMNIFIED PARTY") with respect to any matter (a "THIRD PARTY CLAIM") which may give rise to a claim or demand for which an Indemnifying Party would (notwithstanding that any such matter may be liable subject to an Indemnified Indemnity Threshold) for indemnification against any other Party is asserted against (the "INDEMNIFYING PARTY") under Section 5.3 or sought to be collected from Section 5.4, then the Indemnified Party by a third party, Indemnified Party shall with reasonable promptness promptly notify in writing the each Indemnifying Party of thereof describing such claim or demand stating with Third Party Claim in reasonable specificity the circumstances of the Indemnified Party’s claim for indemnificationdetail in writing; providedPROVIDED, howeverHOWEVER, that any failure to give such notice will not waive any rights no delay on the part of the Indemnified Party except to the extent the rights of in notifying any Indemnifying Party shall relieve the Indemnifying Party are actually prejudiced. After receipt by from any obligation under this Agreement unless (and then solely to the extent) the Indemnifying Party of such notice, then upon reasonable notice from the Indemnifying Party to the Indemnified Party, or upon the request of the Indemnified Party, the Indemnifying Party shall defend, manage and conduct any proceedings, negotiations or communications involving any claimant whose claim is the subject of the Indemnified Party’s notice to the Indemnifying Party as set forth above, and shall take all actions necessary, including, but not limited to, the posting of such bond or other security as may be required by any governmental authority, so as to enable the claim to be defended against or resolved without expense or other action by the Indemnified Party. Upon request of the Indemnifying Party, the Indemnified Party shall, to the extent it may legally do so and to the extent that it is compensated in advance by the Indemnifying Party for any costs and expenses thereby incurred, (a) take such action as the Indemnifying Party may reasonably request in connection with such action,prejudiced thereby. (b) allow Any Indemnifying Party will have the right to assume the defense of the Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party at any time within 20 days, or sooner if the nature of the Third Party Claim requires, after the Indemnified Party has given notice of the Third Party Claim, in which case the Indemnifying Party to dispute such action in the name of will not be liable for any legal expenses subsequently incurred by the Indemnified Party except as provided in this Section 5.5 and to conduct a defense to such action on behalf of the Indemnified PartyParty will cooperate in good faith in such defense; PROVIDED, and HOWEVER, that: (ci) render to the Indemnifying Party all must conduct the defense of the Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; (ii) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; and (iii) if the named parties to any such assistance as Third Party Claim (including any impleaded parties) include an Indemnified Party and the Indemnifying Party may reasonably request or one or more other Indemnified Parties, and such Indemnified Party shall have been advised by its counsel in connection writing that there is a conflict or potential conflict of interest between such Indemnified Party and the Indemnifying Party or any such other Indemnified Party in the conduct of the defense thereof, then in any such case the Indemnified Party shall be permitted to participate in such defense with its own counsel and the reasonable fees and expenses of one such dispute separate counsel shall be borne by the Indemnifying Party. In the event that the Indemnifying Party fails to assume the defense of a Third Party Claim in the manner provided above in this Subsection 5.5(b), or fails to conduct the defense of a Third Party Claim actively and defense. (2) In any action or proceedingdiligently after such assumption, the Indemnified Party shall have the right to retain assume its own counseldefense and select counsel of his or its choice (and at his or its sole discretion), but, in and the event the Landlord is the Indemnified Party, Landlord shall have the right to retain only one counsel on behalf of all the Landlord; but the reasonable fees and expenses of one such counsel shall be at its own expense unless paid by the Indemnifying Party. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third Party Claim in accordance with Subsection 5.5(b) of this Agreement: (i) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief or liability or other financial obligation upon the Indemnified Party for which the Indemnified Party would not be entitled to indemnification hereunder; and (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably). (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third Party Claim in accordance with Subsection 5.5(b) of this Agreement: (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner he, she or it reasonably may deem appropriate (although the Indemnified Party shall have mutually agreed use reasonable efforts to the retention of such counsel consult with, and obtain prior written consent from, any Indemnifying Party in connection therewith, which consent shall not be unreasonably withheld or delayed); and (ii) the named parties to Indemnifying Parties will remain responsible for any suit, action or proceeding (including any impleaded parties) include both the Indemnifying Party and Adverse Consequences the Indemnified Party and representation of all parties by may suffer resulting from, arising out of, relating to, in the same counsel would be inappropriate due nature of, or caused by, the Third Party Claim to actual or potential conflict of interests between themthe fullest extent provided in this Subsection 5.5(d). (3) An Indemnifying Party shall not be liable under this lease for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder. (4) The Indemnifying Party may settle any claim without the consent of the Indemnified Party, but only if the sole relief awarded is monetary damages that are paid in full by the Indemnifying Party. The Indemnified Party shall, subject to its reasonable business needs, use reasonable efforts to minimize the indemnification sought from the Indemnifying Party under this Agreement.

Indemnification Matters Involving Third Parties. With respect to the obligation of either party to indemnify pursuant to this Lease: (1a) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under Section 5.3 or demand for which an Indemnifying Party would be liable to an Indemnified Party is asserted against or sought to be collected from Section 5.4, then the Indemnified Party by a third party, Indemnified Party shall with reasonable promptness promptly notify in writing the each Indemnifying Party of such claim or demand stating with reasonable specificity the circumstances of the Indemnified Party’s claim for indemnificationthereof in writing; provided, however, that any failure to give such notice will not waive any rights no delay on the part of the Indemnified Party except to the extent the rights of in notifying any Indemnifying Party shall relieve the Indemnifying Party are actually prejudiced. After receipt by from any obligation under this Agreement unless (and then solely to the extent) the Indemnifying Party of such notice, then upon reasonable notice from the Indemnifying Party to the Indemnified Party, or upon the request of the Indemnified Party, the Indemnifying Party shall defend, manage and conduct any proceedings, negotiations or communications involving any claimant whose claim is the subject of the Indemnified Party’s notice to the Indemnifying Party as set forth above, and shall take all actions necessary, including, but not limited to, the posting of such bond or other security as may be required by any governmental authority, so as to enable the claim to be defended against or resolved without expense or other action by the Indemnified Party. Upon request of the Indemnifying Party, the Indemnified Party shall, to the extent it may legally do so and to the extent that it is compensated in advance by the Indemnifying Party for any costs and expenses thereby incurred, (a) take such action as the Indemnifying Party may reasonably request in connection with such action,prejudiced thereby. (b) allow Any Indemnifying Party will have the right to assume the defense of the Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party at any time within 20 days after the Indemnified Party has given notice of the Third Party Claim; provided, however, that: (i) the Indemnifying Party must conduct the defense of the Third Party Claim actively and diligently thereafter in order to dispute such action preserve its rights in the name of this regard; (ii) the Indemnified Party may retain separate co-counsel at its sole cost and to conduct a expense and participate in the defense to such action on behalf of the Third Party Claim; and (iii) if the named parties to any such Third Party Claim (including any impleaded parties) include an Indemnified Party, and (c) render to Party and the Indemnifying Party all or one or more other Indemnified Parties, and such assistance as Indemnified Party shall have been advised by its counsel in writing that there is a conflict of interest between such Indemnified Party and the Indemnifying Party may reasonably request or any such other Indemnified Party in connection with the conduct of the defense thereof, then in any such dispute case the reasonable fees and defense. (2) expenses of such separate counsel shall be borne by the Indemnifying Party. In any action the event that the Indemnifying Party fails to assume the defense of a Third Party Claim in the manner provided above in this Subsection 5.5(b), or proceedingfails to conduct the defense of a Third Party Claim actively and diligently after such assumption, the Indemnified Party shall have the right to retain select counsel of his or its own counselchoice (and at his or its sole discretion), but, in and the event the Landlord is the Indemnified Party, Landlord shall have the right to retain only one counsel on behalf of all the Landlord; but the reasonable fees and expenses of such counsel shall be at its own expense unless paid by the Indemnifying Party. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third Party Claim in accordance with Subsection 5.5(b) of this Agreement: (i) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party; and (ii) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably). (d) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third Party Claim in accordance with Subsection 5.5(b) of this Agreement: (i) the Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in any manner he or it reasonably may deem appropriate (although the Indemnified Party shall have mutually agreed use reasonable efforts to the retention of such counsel consult with, and obtain prior written consent from, any Indemnifying Party in connection therewith, which consent shall not be unreasonably withheld or delayed); and (ii) the named parties to Indemnifying Parties will remain responsible for any suit, action or proceeding (including any impleaded parties) include both the Indemnifying Party and Adverse Consequences the Indemnified Party and representation of all parties by may suffer resulting from, arising out of, relating to, in the same counsel would be inappropriate due nature of, or caused by, the Third Party Claim to actual or potential conflict of interests between themthe fullest extent provided in this Subsection 5.5(d). (3) An Indemnifying Party shall not be liable under this lease for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder. (4) The Indemnifying Party may settle any claim without the consent of the Indemnified Party, but only if the sole relief awarded is monetary damages that are paid in full by the Indemnifying Party. The Indemnified Party shall, subject to its reasonable business needs, use reasonable efforts to minimize the indemnification sought from the Indemnifying Party under this Agreement.

Indemnification Matters Involving Third Parties. With respect to the obligation of either party to indemnify pursuant to this Lease: (1i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim or demand for which an indemnification against any other Party (the "Indemnifying Party would be liable to an Indemnified Party is asserted against or sought to be collected from Party") under this Section 5, then the Indemnified Party by a third party, Indemnified Party shall with reasonable promptness promptly notify in writing the each Indemnifying Party of such claim or demand stating with reasonable specificity the circumstances of the Indemnified Party’s claim for indemnificationthereof in writing; provided, however, that any failure to give such notice will not waive any rights no delay on the part of the Indemnified Party except to the extent the rights of in notifying any Indemnifying Party shall relieve the Indemnifying Party are actually prejudicedfrom any obligation hereunder unless (and then solely to the extent) the Indemnifying Party is prejudiced thereby. After receipt In determining the amount of Adverse Consequences for purposes of Sections 5(c), (d) and (e) hereof, the Parties shall make appropriate adjustments for tax effects and insurance coverage and take into account the time cost of money (using the Applicable Rate as the discount rate). (ii) Any Indemnifying Party will have the right to assume the defense of the Third Party Claim with counsel of his or its choice reasonably satisfactory to the Indemnified Party at any time within 20 days after the Indemnified Party has given notice of the Third Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and provided further that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; provided, that, if the named parties to any such Third Party Claim (including any impleaded parties) include an Indemnified Party and the Indemnifying Party or one or more other Indemnified Parties and such Indemnified Party shall have been advised by its counsel in writing that there is a conflict of interest between such Indemnified Part-V and the Indemnifying Party or any such other Indemnified Party in the conduct of the defense thereof, then in any such case the reasonable fees and expenses of such separate counsel shall be home by the Indemnifying Party of such notice, then upon reasonable notice from Party. In the event that the Indemnifying Party fails to assume the Indemnified Party, or upon the request defense of the Indemnified Party, the Indemnifying a Third Party shall defend, manage and conduct any proceedings, negotiations or communications involving any claimant whose claim is the subject of the Indemnified Party’s notice to the Indemnifying Party as set forth above, and shall take all actions necessary, including, but not limited to, the posting of such bond or other security as may be required by any governmental authority, so as to enable the claim to be defended against or resolved without expense or other action by the Indemnified Party. Upon request of the Indemnifying Party, the Indemnified Party shall, to the extent it may legally do so and to the extent that it is compensated in advance by the Indemnifying Party for any costs and expenses thereby incurred, (a) take such action as the Indemnifying Party may reasonably request in connection with such action, (b) allow the Indemnifying Party to dispute such action Claim in the name of the Indemnified Party and manner provided above in this Paragraph (II) or fails to conduct the defense of a defense to Third Party Claim actively and diligently after such action on behalf of the Indemnified Party, and (c) render to the Indemnifying Party all such assistance as the Indemnifying Party may reasonably request in connection with such dispute and defense. (2) In any action or proceedingassumption, the Indemnified Party shall have the right to retain select counsel of his or its own counsel, but, in choice (and at his or its sole discretion) and the event the Landlord is the Indemnified Party, Landlord shall have the right to retain only one counsel on behalf of all the Landlord; but the reasonable fees and expenses of such counsel shall be at its own expense unless paid by the Indemnifying Party. (iiii) So long as the Indemnifying Party has assumed and is conducting the defense of the Third Party Claim in accordance with Paragraph (ii) above, (A) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably). (iv) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third Party Claim in accordance with Paragraph (ii) above, (A) the Indemnified Party may defend against and consent to the entry of any judgment. or enter into any settlement with respect to, the Third Party Claim in any manner he or it reasonably may deem appropriate (although the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any suit, action or proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of all parties by the same counsel would be inappropriate due to actual or potential conflict of interests between them. (3) An Indemnifying Party shall not be liable under this lease for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder. (4) The Indemnifying Party may settle any claim without the consent of the Indemnified Party, but only if the sole relief awarded is monetary damages that are paid in full by the Indemnifying Party. The Indemnified Party shall, subject to its reasonable business needs, use reasonable efforts to minimize consult with. and obtain prior written consent from, any Indemnifying Party in connection therewith. which consent shall not be unreasonably withheld or delayed) and (B) the indemnification sought Indemnifying Parties will remain responsible for an Adverse Consequences the Indemnified Party may suffer resulting from the Indemnifying Third Party under Claim to the fullest extent provided in this AgreementSection 5(e).

Indemnification Matters Involving Third Parties. With respect to the obligation of either party to indemnify pursuant to this Lease: (1i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim or demand for which an indemnification against the other Party (the "Indemnifying Party would be liable to an Indemnified Party is asserted against or sought to be collected from Party") under this Section 6, then the Indemnified Party by a third party, Indemnified Party shall with reasonable promptness promptly notify in writing the each Indemnifying Party of such claim or demand stating with reasonable specificity the circumstances of the Indemnified Party’s claim for indemnificationthereof in writing; provided, however, that any failure to give such notice will not waive any rights no delay on the part of the Indemnified Party except to the extent the rights of in notifying any Indemnifying Party shall relieve the Indemnifying Party are actually prejudiced. After receipt by from any obligation hereunder unless (and then solely to the extent) the Indemnifying Party thereby is prejudiced. (ii) Any Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of such notice, then upon reasonable notice from its choice satisfactory to the Indemnified Party so long as: (A) the Indemnifying Party notifies the Indemnified Party in writing within 15 days after the Indemnified Party has given notice of the Third Party Claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Third Party Claim; (B) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified PartyParty that the Indemnifying Party will have the financial resources to defend against the 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; (D) settlement of, or upon an adverse judgment with respect to, the request Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the Indemnifying Party shall defend, manage and conduct any proceedings, negotiations or communications involving any claimant whose claim is the subject continuing business interests of the Indemnified Party’s notice to ; and (E) the Indemnifying Party conducts the defense of the Third Party Claim actively and diligently. (iii) So long as set forth the Indemnifying Party is conducting the defense of the Third Party Claim in accordance with Section 6(c)(ii) above, and shall take all actions necessary, including, but not limited to, the posting of such bond or other security as may be required by any governmental authority, so as to enable the claim to be defended against or resolved without expense or other action by : (A) the Indemnified Party. Upon request Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim; (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, the Indemnified Party shall, to the extent it may legally do so ; and to the extent that it is compensated in advance by the Indemnifying Party for any costs and expenses thereby incurred, (a) take such action as the Indemnifying Party may reasonably request in connection with such action, (b) allow the Indemnifying Party to dispute such action in the name of the Indemnified Party and to conduct a defense to such action on behalf of the Indemnified Party, and (c) render to the Indemnifying Party all such assistance as the Indemnifying Party may reasonably request in connection with such dispute and defense. (2) In any action or proceeding, the Indemnified Party shall have the right to retain its own counsel, but, in the event the Landlord is the Indemnified Party, Landlord shall have the right to retain only one counsel on behalf of all the Landlord; but the fees and expenses of such counsel shall be at its own expense unless (iC) the Indemnifying Party and the Indemnified Party shall have mutually agreed will not consent to the retention entry of such counsel any judgment or (ii) the named parties to any suit, action or proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of all parties by the same counsel would be inappropriate due to actual or potential conflict of interests between them. (3) An Indemnifying Party shall not be liable under this lease for enter into any settlement effected without its consent of any claim, litigation or proceeding in with respect of which indemnity may be sought hereunder. (4) The Indemnifying to the Third Party may settle any claim Claim without the prior written consent of the Indemnified Party. (iv) In the event any of the conditions in Section 6(c)(ii) above is or becomes unsatisfied, but only if however: (A) the sole relief awarded is monetary damages that are paid Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the Third Party Claim in full any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith); (B) the Indemnifying Parties will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expenses); and (C) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Indemnifying Party. The Indemnified Third Party shall, subject Claim to its reasonable business needs, use reasonable efforts to minimize the indemnification sought from the Indemnifying Party under fullest extent provided in this AgreementSection 6.

Indemnification Matters Involving Third Parties. With respect to the obligation of either party to indemnify pursuant to this Lease: (1a) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against any other Party (the "Indemnifying Party") under Section 11.02 or demand for which an Indemnifying Party would be liable to an Indemnified Party is asserted against or sought to be collected from Section 11.03, then the Indemnified Party by a third party, Indemnified Party shall with reasonable promptness promptly notify in writing the each Indemnifying Party of such claim or demand stating with reasonable specificity the circumstances of the Indemnified Party’s claim for indemnificationthereof in writing; provided, however, that any failure to give such notice will not waive any rights no delay on the part of the Indemnified Party except to the extent the rights of in notifying any Indemnifying Party shall relieve the Indemnifying Party are actually prejudiced. After receipt by from any obligation under this Agreement unless (and then solely to the extent) the Indemnifying Party of such notice, then upon reasonable notice from the Indemnifying Party to the Indemnified Party, or upon the request of the Indemnified Party, the Indemnifying Party shall defend, manage and conduct any proceedings, negotiations or communications involving any claimant whose claim is the subject of the Indemnified Party’s notice to the Indemnifying Party as set forth above, and shall take all actions necessary, including, but not limited to, the posting of such bond or other security as may be required by any governmental authority, so as to enable the claim to be defended against or resolved without expense or other action by the Indemnified Party. Upon request of the Indemnifying Party, the Indemnified Party shall, to the extent it may legally do so and to the extent that it is compensated in advance by the Indemnifying Party for any costs and expenses thereby incurred, (a) take such action as the Indemnifying Party may reasonably request in connection with such action,prejudiced thereby. (b) allow Any Indemnifying Party will have the right to assume the defense of the Third Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within twenty (20) days after the Indemnified Party has given notice of the Third Party Claim; provided, however, that: (i) the Indemnifying Party must conduct the defense of the Third Party Claim actively and diligently thereafter in order to dispute such action preserve its rights in the name of this regard; (ii) the Indemnified Party may retain separate co-counsel at its sole cost and to conduct a expense and participate in the defense to such action on behalf of the Third Party Claim; (iii) if the named parties to any such Third Party Claim (including any impleaded parties) include an Indemnified Party, and (c) render to Party and the Indemnifying Party all or one or more other Indemnified Parties, and such assistance as Indemnified Party shall have been advised by its counsel in writing that there is a conflict of interest between such Indemnified Party and the Indemnifying Party may reasonably request or any such other Indemnified Party in connection with the conduct of the defense thereof, then in any such dispute case the reasonable fees and defense. (2) expenses of such separate counsel shall be borne by the Indemnifying Party. In any action the event that the Indemnifying Party fails to assume the defense of a Third Party Claim in the manner provided above in this Subsection 11.07(b), or proceedingfails to conduct the defense of a Third Party Claim actively and diligently after such assumption, the Indemnified Party shall have the right to retain select counsel of its own counselchoice (and at its sole discretion), but, in and the event the Landlord is the Indemnified Party, Landlord shall have the right to retain only one counsel on behalf of all the Landlord; but the reasonable fees and expenses of such counsel shall be at its own expense unless paid by the Indemnifying Party. (c) So long as the Indemnifying Party has assumed and is conducting the defense of the Third Party Claim in accordance with subsection 11.07(b) of this Agreement: (i) the Indemnifying Party and will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party shall have mutually agreed (not to be unreasonably withheld, conditioned or delayed) unless the retention judgment or proposed settlement involves only the payment of such counsel money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party; and (ii) the named parties Indemnified Party will not consent to the entry of any suit, action judgment or proceeding (including enter into any impleaded parties) include both settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party and the Indemnified Party and representation of all parties by the same counsel would (not to be inappropriate due to actual unreasonably withheld, conditioned or potential conflict of interests between themdelayed). (3) An Indemnifying Party shall not be liable under this lease for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder. (4) The Indemnifying Party may settle any claim without the consent of the Indemnified Party, but only if the sole relief awarded is monetary damages that are paid in full by the Indemnifying Party. The Indemnified Party shall, subject to its reasonable business needs, use reasonable efforts to minimize the indemnification sought from the Indemnifying Party under this Agreement.

Indemnification Matters Involving Third Parties. With respect to the obligation of either party to indemnify pursuant to this Lease: (1i) If any third party shall notify any Party (the "Indemnified Party") with respect to any matter (a "Third-Party Claim") which may give rise to a claim or demand for which an indemnification against any other Party (the "Indemnifying Party would be liable to an Indemnified Party is asserted against or sought to be collected from Party") under this Section 5 then the Indemnified Party by a third party, Indemnified Party shall with reasonable promptness promptly notify in writing the each Indemnifying Party of such claim or demand stating with reasonable specificity the circumstances of the Indemnified Party’s claim for indemnificationthereof in writing; provided, however, that any failure to give such notice will not waive any rights no delay on the part of the Indemnified Party except to the extent the rights of in notifying any Indemnifying Party shall relieve the Indemnifying Party are actually prejudicedfrom any obligation hereunder unless (and then solely to the extent) Indemnifying Party is prejudiced thereby. After receipt In determining the amount of Adverse Consequences for purposes of Sections 5(d), (e) and (f) hereof, the Parties shall make appropriate adjustments for tax effects and insurance coverage and take into account the time cost of money (using the Applicable Rate as the discount rate). (ii) Any Indemnifying Party will have the right to assume the defense of the Third-Party Claim with counsel of its choice reasonably satisfactory to the Indemnified Party at any time within 20 days after the Indemnified Party has given notice of the Third-Party Claim; provided, however, that the Indemnifying Party must conduct the defense of the Third-Party Claim actively and diligently thereafter in order to preserve its rights in this regard; and, provided, further, that the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third-Party Claim; provided, that, if the named parties to any such Third-Party Claim (including any impleaded parties) include an Indemnified Party and the Indemnifying Party or one or more other Indemnified Parties and such Indemnified Party shall have been advised by its counsel in writing that there is a conflict of interest between such Indemnified Party and the Indemnifying Party or any such other Indemnified Party in the conduct of the defense thereof, then in any such case the reasonable fees and expenses of such separate counsel shall be borne by the Indemnifying Party of such notice, then upon reasonable notice from Party. In the event that the Indemnifying Party fails to assume the Indemnified Party, or upon the request defense of the Indemnified Party, the Indemnifying a Third-Party shall defend, manage and conduct any proceedings, negotiations or communications involving any claimant whose claim is the subject of the Indemnified Party’s notice to the Indemnifying Party as set forth above, and shall take all actions necessary, including, but not limited to, the posting of such bond or other security as may be required by any governmental authority, so as to enable the claim to be defended against or resolved without expense or other action by the Indemnified Party. Upon request of the Indemnifying Party, the Indemnified Party shall, to the extent it may legally do so and to the extent that it is compensated in advance by the Indemnifying Party for any costs and expenses thereby incurred, (a) take such action as the Indemnifying Party may reasonably request in connection with such action, (b) allow the Indemnifying Party to dispute such action Claim in the name of the Indemnified Party and manner provided above in this Paragraph (ii) or fails to conduct the defense of a defense to Third-Party Claim actively and diligently after such action on behalf of the Indemnified Party, and (c) render to the Indemnifying Party all such assistance as the Indemnifying Party may reasonably request in connection with such dispute and defense. (2) In any action or proceedingassumption, the Indemnified Party shall have the right to retain select counsel of its own counsel, but, in choice (and at its sole discretion) and the event the Landlord is the Indemnified Party, Landlord shall have the right to retain only one counsel on behalf of all the Landlord; but the reasonable fees and expenses of such counsel shall be at its own expense unless paid by the Indemnifying Party. (iiii) So long as the Indemnifying Party has assumed and is conducting the defense of the Third-Party Claim in accordance with paragraph (ii) above, (A) the Indemnifying Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party (not to be withheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages by one or more of the Indemnifying Parties and does not impose an injunction or other equitable relief upon the Indemnified Party and (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnifying Party (not to be withheld unreasonably). (iv) In the event none of the Indemnifying Parties assumes and conducts the defense of the Third-Party Claim in accordance with Paragraph (ii) above, (A) the Indemnified Party may defend against and consent to the entry of any judgment, or enter into any settlement with respect to, the Third-Party Claim in any manner it reasonably may deem appropriate (although the Indemnified Party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any suit, action or proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of all parties by the same counsel would be inappropriate due to actual or potential conflict of interests between them. (3) An Indemnifying Party shall not be liable under this lease for any settlement effected without its consent of any claim, litigation or proceeding in respect of which indemnity may be sought hereunder. (4) The Indemnifying Party may settle any claim without the consent of the Indemnified Party, but only if the sole relief awarded is monetary damages that are paid in full by the Indemnifying Party. The Indemnified Party shall, subject to its reasonable business needs, use reasonable efforts to minimize the indemnification sought from consult with, and obtain prior written consent from, any Indemnifying Party in connection therewith, which consent shall not be unreasonably withheld or delayed) and (B) the Indemnifying Parties will remain responsible for any Adverse Consequences the Indemnified Party under may suffer resulting from, arising out of, relating to, in the nature of, or caused by, the Third-Party Claim to the fullest extent provided in this AgreementSection 5(f).

Indemnification Matters Involving Third Parties. With respect to the obligation of either party to indemnify pursuant to this Lease: (1i) If any third party shall notify any person or entity entitled to indemnification under this Lease (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim or demand for which an indemnification against another party (the "Indemnifying Party would be liable to an Indemnified Party is asserted against or sought to be collected from Party"), then the Indemnified Party by a third party, Indemnified Party shall with reasonable promptness promptly notify in writing the Indemnifying Party of such claim or demand stating with reasonable specificity the circumstances of the Indemnified Party’s claim for indemnificationthereof in writing; provided, however, that any failure to give such notice will not waive any rights no delay on the part of the Indemnified Party except to the extent the rights of in notifying the Indemnifying Party are actually prejudiced. After receipt by shall relieve the Indemnifying Party of such noticefrom any obligation hereunder unless, and then upon reasonable notice from solely to the extent, the Indemnifying Party thereby is prejudiced. (ii) An Indemnifying Party will have the right to defend the Indemnified Party against the Third Party Claim with counsel of its choice satisfactory to the Indemnified PartyParty so long as (A) the Indemnifying Party notifies the Indemnified Party in writing, within fifteen (15) days after the Indemnified Party has given notice of the Third Party Claim, that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any adverse consequences the Indemnified Party may suffer resulting from, arising out of, relating to, in the nature of, or upon caused by the request Third Party Claim, (B) the Indemnifying Party provides the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the 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, (D) settlement of, or an adverse judgment with respect to, the Third Party Claim is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice adverse to the continuing business interests of the Indemnified Party and (E) the Indemnifying Party shall defend, manage and conduct any proceedings, negotiations or communications involving any claimant whose claim is conducts the subject defense of the Indemnified Party’s notice to Third Party Claim actively and diligently. (iii) So long as the Indemnifying Party as set forth is conducting the defense of the Third Party Claim in accordance with clause (ii) above, and shall take all actions necessary, including, but not limited to, the posting of such bond or other security as may be required by any governmental authority, so as to enable the claim to be defended against or resolved without expense or other action by (A) the Indemnified Party. Upon request Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the Third Party Claim, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnifying Party, the Indemnified Party shallnot to be withheld unreasonably, to the extent it may legally do so and to the extent that it is compensated in advance by the Indemnifying Party for any costs and expenses thereby incurred, (a) take such action as the Indemnifying Party may reasonably request in connection with such action, (b) allow the Indemnifying Party to dispute such action in the name of the Indemnified Party and to conduct a defense to such action on behalf of the Indemnified Party, and (c) render to the Indemnifying Party all such assistance as the Indemnifying Party may reasonably request in connection with such dispute and defense. (2) In any action or proceeding, the Indemnified Party shall have the right to retain its own counsel, but, in the event the Landlord is the Indemnified Party, Landlord shall have the right to retain only one counsel on behalf of all the Landlord; but the fees and expenses of such counsel shall be at its own expense unless (iC) the Indemnifying Party and the Indemnified Party shall have mutually agreed will not consent to the retention entry of such counsel any judgment or (ii) the named parties to any suit, action or proceeding (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and representation of all parties by the same counsel would be inappropriate due to actual or potential conflict of interests between them. (3) An Indemnifying Party shall not be liable under this lease for enter into any settlement effected without its consent of any claim, litigation or proceeding in with respect of which indemnity may be sought hereunder. (4) The Indemnifying to the Third Party may settle any claim Claim without the prior written consent of the Indemnified Party, but only if not to be withheld unreasonably. (iv) If, in the sole relief awarded reasonable judgment of the Indemnified Party, any of the conditions in clause (ii) above is monetary damages that are paid in full by or becomes unsatisfied, however, (A) the Indemnifying Party. The Indemnified Party shallmay defend against, subject and consent to its reasonable business needsthe entry of any judgment or enter into any settlement with respect to, use reasonable efforts to minimize the indemnification sought from Third Party Claim in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (B) the Indemnifying Party under will reimburse the Indemnified Party promptly and periodically for the costs of defending against the Third Party Claim (including attorneys' fees and expenses), and (C) the Indemnifying Party will remain responsible for any damages, penalties, fines, costs and expenses, including attorney's fees, the Indemnified Party may suffer resulting from, arising out of, relating to, or caused by the Third Party Claim to the fullest extent provided in this AgreementLease.