Indemnitor Rights. If Customer is obligated to provide indemnification pursuant to this Article 9 or PanAmSat undertakes to indemnify Customer under Section 7.7, the indemnifying party (the "Indemnitor") shall promptly defend any claims against the party entitled to indemnification (the "Indemnitee") with counsel of Indemnitor's choosing at its own cost and expense. The Indemnitee shall allow the Indemnitor to control the defense and cooperate with, and assist as reasonably requested by, Indemnitor in the defense of any such claim, including the settlement thereof on a basis stipulated by Indemnitor (with Indemnitor being responsible for all costs and expenses of defending such claim or making such settlement); provided, however, that (1) Indemnitor will not, without the Indemnitee's consent, settle or compromise any claim or consent to any entry of judgment which does not include the giving by the claimant or the plaintiff to the Indemnitee of an unconditional release from all liability for which the Indemnitor does not fully indemnify the Indemnitee with respect to such claim, (2) the Indemnitee shall be entitled to participate at its sole expense in support of Indemnitor's action in the defense of any such claim and to employ counsel at the Indemnitee's own expense to assist in the handling of such claim, and (3) the Indemnitee shall have the right to pay, settle or compromise any such claim as to itself, provided that in such event Indemnitor shall be relieved of any liability or obligation which would otherwise then or thereafter have existed or arisen in respect of such claim.
Indemnitor Rights. The foregoing indemnities are conditioned upon the Party entitled to indemnification (the “Indemnitee”) providing prompt notice of any applicable Claim to the indemnifying Party (the “Indemnitor”). If either Party is obligated to provide indemnification pursuant to the applicable SOA, the Indemnitor shall promptly defend any Claims against the Indemnitee with counsel of Indemnitor’s choosing at its own cost and expense. The Indemnitee must allow the Indemnitor to control the defense and shall cooperate with, and assist as reasonably requested by, Indemnitor in the defense of any such Claim, including the settlement thereof on a basis stipulated by Indemnitor (with Indemnitor being responsible for all costs and expenses of defending such Claim or making such settlement). The Indemnitee is entitled to participate at its sole expense in support of Indemnitor’s action in the defense of any such Claim and to employ counsel at the Indemnitee's own expense to assist in the handling of such Claim; provided that, in all cases, the Indemnitor is the final decision-maker concerning any actions taken in defense of the Claim.
