Common use of Matters Involving Third Parties Clause in Contracts

Matters Involving Third Parties. (i) 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 the other Party (the "Indemnifying Party") under this Section 10, then the Indemnified Party shall promptly (and in any event within thirty (30) days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. (ii) Notwithstanding the fact that the Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his or its choice, the Indemnified Party will have the right to participate in such proceedings at its own cost. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 10(d)(ii) above, however, the Indemnified Party may defend, at the cost of the Indemnifying Party, against the Third Party Claim in any manner it reasonably may deem appropriate. (iv) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to monetary damages, with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld or delayed).

Matters Involving Third Parties. (i) 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 the other Party (the "“Indemnifying Party"”) under this Section 108, then the Indemnified Party shall promptly (and in any event within thirty (30) days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. (ii) Notwithstanding the fact that the Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his or its choice, the Indemnified Party will have the right to participate in such proceedings at its own cost. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 10(d)(ii8(d)(ii) above, however, the Indemnified Party may defend, at the cost of the Indemnifying Party, against the Third Party Claim in any manner it reasonably may deem appropriate. (iv) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to monetary damages, with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld or delayed).

Matters Involving Third Parties. (i) 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 the other Party (the "Indemnifying Party") under this Section 10ss.7, then the Indemnified Party shall promptly (and in any event within thirty (30) five business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. (ii) Notwithstanding the fact that the The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his its choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or its choice, enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party will have (not to be withheld unreasonably) unless the right to participate in such proceedings at its own costjudgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an the Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 10(d)(iiss.7(d)(ii) above, however, the Indemnified Party may defend, at the cost of the Indemnifying Party, defend against the Third Party Claim in any manner it reasonably may deem appropriate. (iv) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to monetary damages, with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld or delayedunreasonably).

Matters Involving Third Parties. (i) 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 the any other Party (the "Indemnifying Party") under this Section 10§8, then the Indemnified Party shall promptly (and in any event within thirty (30) five business days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writing. (ii) Notwithstanding the fact that the Any Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his or its choice, the Indemnified Party will have the right to participate in such proceedings at its own cost. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 10(d)(ii§8(d)(ii) above, however, the Indemnified Party may defend, at the cost of the Indemnifying Party, defend against the Third Party Claim in any manner he or it reasonably may deem appropriate. (iv) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to monetary damages, with respect to the Third Party Claim without the prior written consent of each of the Indemnifying Party Parties (not to be unreasonably withheld or delayedunreasonably).

Matters Involving Third Parties. (i) 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 the any other Party (the "Indemnifying Party") under this Section 104, then the Indemnified Party shall promptly (and in any event within thirty seven (307) business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. (ii) Notwithstanding the fact that the Any Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his its choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or its choice, enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party will have (not to be withheld unreasonably) unless the right to participate in such proceedings at its own costjudgment or proposed settlement involves only the payment of money damages without any admission of liability and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 10(d)(ii8(c)(ii) above, however, the Indemnified Party may defend, at the cost of the Indemnifying Party, defend against the Third Party Claim in any manner it reasonably may deem appropriate. (iv) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to monetary damages, with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld or delayedunreasonably).

Matters Involving Third Parties. (i) If any third party shall notify any a Party (the "Indemnified Party") with respect to any matter (a "Third Party Claim") which may give rise to a claim for indemnification against the other another Party (the "Indemnifying Party") under this Section 109, then the Indemnified Party shall promptly (and in any event within thirty (30) five business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. (ii) Notwithstanding the fact that the The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his its choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or its choice, enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party will have (not to be withheld or delayed unreasonably) unless the right to participate in such proceedings at its own costjudgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 10(d)(ii9(d)(ii) above, however, the Indemnified Party may defend, at the cost of the Indemnifying Party, defend against the Third Party Claim in any manner it reasonably may deem appropriate. (iv) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to monetary damages, with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld or delayed).

Matters Involving Third Parties. (i) 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 the other Party (the "Indemnifying Party") under this Section 10Section8, then the Indemnified Party shall promptly (and in any event within thirty ten (3010) business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. (ii) Notwithstanding the fact that the The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his or its choice; provided, however, that 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 will have (not to be withheld unreasonably) unless the right to participate in such proceedings at its own costjudgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an the Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 10(d)(iiSection8(d)(ii) above, however, the Indemnified Party may defend, at the cost of the Indemnifying Party, defend against the Third Party Claim in any manner it reasonably may deem appropriate. (iv) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to monetary damages, with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld or delayed)Party.

Matters Involving Third Parties. (i) 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 the other Party (the "Indemnifying Party") under this Section 10[section]8, then the Indemnified Party shall promptly (and in any event within thirty ten (3010) business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. (ii) Notwithstanding the fact that the The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his or its choice; provided, however, that 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 will have (not to be withheld unreasonably) unless the right to participate in such proceedings at its own costjudgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an the Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 10(d)(ii[section]8(d)(ii) above, however, the Indemnified Party may defend, at the cost of the Indemnifying Party, defend against the Third Party Claim in any manner it reasonably may deem appropriate. (iv) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to monetary damages, with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not except to be unreasonably withheld or delayed)the extent that the Indemnified Party elects to waive its right to indemnification hereunder with respect to such claim.

Matters Involving Third Parties. (i1) 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 the any other Party (the "Indemnifying Party") under this Section 10, then the Indemnified Party shall promptly (and in any event within thirty (30) ten business days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writing. (ii2) Notwithstanding the fact that the Any Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his its choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or its choice, enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party will have (not to be withheld unreasonably) unless the right to participate in such proceedings at its own costjudgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii3) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 10(d)(ii10 d. (2) above, however, the Indemnified Party may defend, at the cost of the Indemnifying Party, defend against the Third Party Claim in any manner it reasonably may deem appropriate. (iv4) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to monetary damages, with respect to the Third Party Claim without the prior written consent of the Indemnifying Party Parties (not to be unreasonably withheld or delayedunreasonably).

Matters Involving Third Parties. (i) 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 the any other Party (the "Indemnifying Party") under this Section 10(S)8, then the Indemnified Party shall promptly (and in any event within thirty (30) ten business days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writing. (ii) Notwithstanding the fact that the Any Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his or its choicechoice reasonably satisfactory to the Indemnified Party; provided, however, that 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 will have (not to be withheld unreasonably) unless the right to participate in such proceedings at its own costjudgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 10(d)(ii(S)8(d)(ii) above, however, the Indemnified Party may defend, at the cost of the Indemnifying Party, defend against the Third Party Claim in any manner he or it reasonably may deem appropriate. (iv) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to monetary damages, with respect to the Third Party Claim without the prior written consent of each of the Indemnifying Party Parties (not to be unreasonably withheld or delayedunreasonably).

Matters Involving Third Parties. (i) If any third party shall notify any Party party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 10ss.7, then the Indemnified Party shall promptly (and in any event within thirty five (305) business days after receiving notice of the Third Party party Claim) notify the each Indemnifying Party thereof in writing. (ii) Notwithstanding the fact that the Any Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his its choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or its choice, enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party will have (not to be withheld or delayed unreasonably) unless the right to participate in such proceedings at its own costjudgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 10(d)(iiss.7(d)(ii) above, however, the Indemnified Party may defend, at the cost of the Indemnifying Party, against the Third Party Claim in any manner it reasonably may deem appropriate. (iv) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to monetary damages, with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld or delayed).

Matters Involving Third Parties. (i) 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 the any other Party (the "Indemnifying Party") under this Section 106, then the Indemnified Party shall promptly (and in any event within thirty (30) five business days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writing. (ii) Notwithstanding the fact that the Any Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his or its choice, choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will have not consent to the right entry of any judgment or enter into any settlement with respect to participate in such proceedings at its own cost.the Third Party Claim without the prior written consent of (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 10(d)(ii6(d)(ii) above, however, the Indemnified Party may defend, at the cost of the Indemnifying Party, defend against the Third Party Claim in any manner it reasonably may deem appropriate. (iv) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to monetary damages, with respect to the Third Party Claim without the prior written consent of each of the Indemnifying Party Parties (not to be unreasonably withheld or delayedunreasonably).

Matters Involving Third Parties. (i) 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 the other another Party (the "Indemnifying Party") ------------------ under this Section 10Section8, then the Indemnified Party shall promptly (and in any event within thirty ten (3010) business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. (ii) Notwithstanding the fact that the The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his or its choice; provided, however, that 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 will have (not to be withheld unreasonably) unless the right to participate in such proceedings at its own costjudgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an the Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 10(d)(iiSection8(d)(ii) above, however, the Indemnified Party may defend, at the cost of the Indemnifying Party, defend against the Third Party Claim in any manner it reasonably may deem appropriate. (iv) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to monetary damages, with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not except to be unreasonably withheld or delayed)the extent that the Indemnified Party elects to waive its right to indemnification hereunder with respect to such claim.

Matters Involving Third Parties. (i) 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 the any other Party (the "Indemnifying Party") under this Section 105, then the Indemnified Party shall promptly (and in any event within thirty (30) five business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. (ii) Notwithstanding the fact that the Any Indemnifying Party will shall have the right at any time to assume and thereafter conduct defend the defense of Indemnified Party against the Third Party Claim with counsel of his its choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party shall not consent to the entry of any judgment or its choice, enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party will have (not to be withheld unreasonably) unless the right to participate in such proceedings at its own costjudgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 10(d)(ii5(d)(ii) above, however, the Indemnified Party may defend, at the cost of the Indemnifying Party, defend against the Third Party Claim in any manner it reasonably may deem reasonably appropriate. (iv) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to monetary damages, with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld or delayed)Party.

Matters Involving Third Parties. (ia) 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 the other Party (the "Indemnifying Party") under this Section 10Article IV, then the Indemnified Party shall promptly (and in any event within thirty ten (3010) business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. (iib) Notwithstanding the fact that the The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his or its choice; provided, however, that 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 will have (not to be withheld unreasonably) unless the right to participate in such proceedings at its own costjudgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iiic) Unless and until an the Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 10(d)(ii4.4(b) above, however, the Indemnified Party may defend, at the cost of the Indemnifying Party, defend against the Third Party Claim in any manner it reasonably may deem appropriate. (ivd) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to monetary damages, with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld or delayed)Party.

Matters Involving Third Parties. (i) 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 the other Party (the "Indemnifying Party") under this Section 107, then the Indemnified Party shall promptly (and in any event within thirty five (305) business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. (ii) Notwithstanding the fact that the The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his or its choice, the Indemnified Party will have the right to participate in such proceedings at its own cost. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 10(d)(ii7(d)(ii) above, however, the Indemnified Party may defend, at the cost of the Indemnifying Party, defend against the Third Party Claim in any manner he or it reasonably may deem appropriate. (iv) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to monetary damages, with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld or delayedunreasonably).

Matters Involving Third Parties. (i1) 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 the any other Party (the "Indemnifying Party") under this Section sec. 10, then the Indemnified Party shall promptly (and in any event within thirty (30) ten business days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writing. (ii2) Notwithstanding the fact that the Any Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his its choice reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnifying Party will not consent to the entry of any judgment or its choice, enter into any settlement with respect to the Third Party Claim without the prior written consent of the Indemnified Party will have (not to be withheld unreasonably) unless the right to participate in such proceedings at its own costjudgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii3) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 10(d)(iisec. 10 d. (2) above, however, the Indemnified Party may defend, at the cost of the Indemnifying Party, defend against the Third Party Claim in any manner it reasonably may deem appropriate. (iv4) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to monetary damages, with respect to the Third Party Claim without the prior written consent of the Indemnifying Party Parties (not to be unreasonably withheld or delayedunreasonably).

Matters Involving Third Parties. (i) 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 the other Party (the "“Indemnifying Party"”) under this Section 10§8, then the Indemnified Party shall promptly (and in any event within thirty (30) five business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. (ii) Notwithstanding the fact that the The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his or its choice; provided, however, that 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 will have (not to be withheld unreasonably) unless the right to participate in such proceedings at its own costjudgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an the Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 10(d)(ii§8(d)(ii) above, however, the Indemnified Party may defend, at the cost of the Indemnifying Party, defend against the Third Party Claim in any manner it reasonably may deem appropriate. (iv) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to monetary damages, with respect to the Third Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld or delayed)Party.

Matters Involving Third Parties. (i) If any third party shall notify any Party (the "Indemnified PartyINDEMNIFIED PARTY") with respect to any matter (a "Third Party ClaimTHIRD PARTY CLAIM") which may give rise to a claim for indemnification against the any other Party (the "Indemnifying PartyINDEMNIFYING PARTY") under this Section 105, then the Indemnified Party shall promptly (and in any event within thirty (30) 10 business days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writing. (ii) Notwithstanding the fact that the Any Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his or its choicechoice reasonably satisfactory to the Indemnified Party; PROVIDED, HOWEVER, that 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 will have (not to be withheld unreasonably) unless the right to participate in such proceedings at its own costjudgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 10(d)(ii8(d)(ii) above, however, the Indemnified Party may defend, at the cost of the Indemnifying Party, defend against the Third Party Claim in any manner it reasonably may deem appropriate. (iv) In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to monetary damages, with respect to the Third Party Claim without the prior written consent of each of the Indemnifying Party (not to be unreasonably withheld or delayed)Parties.

Matters Involving Third Parties. (ia) If any third party shall notify any the Indemnified Party (the "Indemnified Party") in writing with respect to any matter (a "“Third Party Claim") ”), which may give rise to a claim for indemnification against the other Indemnifying Party (the "Indemnifying Party") under this Section 10Agreement, then the Indemnified Party shall promptly (and in any event within thirty (30) days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writingwriting within thirty (30) Business Days of receipt of notice of such claim. (iib) Notwithstanding the fact that the The Indemnifying Party will shall have the right at any time to assume and thereafter conduct defend the defense of Indemnified Party against the Third Party Claim with counsel of his or its the Indemnifying Party’s choice, the Indemnified Party will have the right to participate in such proceedings at its own cost. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 10(d)(ii) above, however, the Indemnified Party may defend, at the cost of the Indemnifying Party, against the Third ’s sole expense. The Indemnifying Party Claim in any manner it reasonably may deem appropriate. (iv) In no event will the Indemnified Party at its discretion consent to the entry of any judgment or enter into any settlement with respect to any Third Party Claim, provided that in the case of any settlement that provides for any relief other than the payment of monetary damages, with respect such consent or settlement will be subject to the Third Party Claim without the prior written consent of the Indemnifying Party (Indemnified Party, which consent will not to be unreasonably withheld or delayed). The Indemnifying Party will have full control of such defense and proceedings. (c) Whether or not the Indemnifying Party elects to defend any Third Party Claim, the parties shall cooperate and exercise all reasonable efforts in the defense or prosecution of any such claim and shall furnish one another with such records, information and testimony, and attend such conferences, proceedings, hearings, trials and appeals as may be reasonably by the other in connection therewith.

Matters Involving Third Parties. (i) 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 the any other Party (the "Indemnifying Party") under this Section 105, then the Indemnified Party shall promptly (and in any event within thirty (30) business days after receiving notice of the Third Party Claim) notify the Indemnifying Party thereof in writing. (ii) Notwithstanding the fact that the The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his or its choice, choice reasonably satisfactory to the Indemnified Party will have the right to participate in such proceedings at its own cost. (iii) Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 10(d)(ii) aboveprovided, however, the Indemnified Party may defend, at the cost of that the Indemnifying Party, against the Third Party Claim in any manner it reasonably may deem appropriate. (iv) In no event party will the Indemnified Party not consent to the entry of any judgment or enter into any settlement with respect to monetary damages, with respect to the Third Party Claim without the prior written consent of the Indemnified party (which consent shall not be withheld unreasonably) unless the judgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified party. (iii) Unless and until the Indemnifying Party assumes the defense of the Third party Claim as provided in Section (not to be unreasonably withheld or delayed).d)(ii) above, however, the Indemnified Party may defend against the Third Party Claim in any manner it

Matters Involving Third Parties. (i) If any third party shall notify notifies any Party (the "“Indemnified Party"”) with respect to any matter (a "Third “Third-Party Claim"”) which that may give rise to a claim for indemnification against the other Party (the "“Indemnifying Party"”) under this Section 10§8, then the Indemnified Party shall promptly (and in any event within thirty (30) days 5 Business Days after receiving notice of the Third Third-Party Claim) notify the Indemnifying Party thereof in writing. (ii) Notwithstanding the fact that the The Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Third-Party Claim with counsel of his or its choice; provided, however, that the Indemnifying Party will not consent to the entry of any judgment on or enter into any settlement with respect to the Third-Party Claim without the prior written consent of the Indemnified Party will have (not to be unreasonably withheld) unless the right to participate in such proceedings at its own costjudgment or proposed settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Indemnified Party. (iii) Unless and until an the Indemnifying Party assumes the defense of the Third Third-Party Claim as provided in Section 10(d)(ii§8(d)(ii) above, however, the Indemnified Party may defend, at the cost of the Indemnifying Party, defend against the Third Third-Party Claim in any manner it may reasonably may deem appropriate. (iv) . In no event will the Indemnified Party consent to the entry of any judgment on or enter into any settlement with respect to monetary damages, with respect to the Third Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld or delayedwithheld).

Matters Involving Third Parties. (i) 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 the any other Party party (the "Indemnifying Party") under this Section 108, then the Indemnified Party shall promptly (and in any event within thirty five (305) business days after receiving notice of the Third Party Claim) notify the each Indemnifying Party thereof in writing. (ii) Notwithstanding the fact that the . Any Indemnifying Party will have the right at any time to assume and thereafter conduct the defense of the Third Party Claim with counsel of his or its choice, choice reasonably satisfactory to the Indemnified Party will have the right to participate in such proceedings at its own cost. (iii) Party. Unless and until an Indemnifying Party assumes the defense of the Third Party Claim as provided in Section 10(d)(ii) above, however, the Indemnified Party may defend, at the cost of the Indemnifying Party, defend against the Third Party Claim in any manner he or it reasonably may deem appropriate. (iv) . In no event will the Indemnified Party consent to the entry of any judgment or enter into any settlement with respect to monetary damages, with respect to the Third Party Claim without the prior written consent of each of the Indemnifying Party (Parties, which will not to be unreasonably withheld or delayed)withheld.