Common use of Notice and Control of Litigation Clause in Contracts

Notice and Control of Litigation. If any claim or liability is asserted in writing against a Party entitled to indemnification under Section 11.1 (the “Indemnified Party”) which would give rise to a claim under this Section 11, the Indemnified Party shall notify the person providing the indemnity (“Indemnifying Party”) in writing of the same within ten (10) days of receipt of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend the claim and control the defense, settlement and prosecution of any litigation, provided that, unless the Indemnified Party otherwise agrees in writing, the Indemnifying Party may not settle the claim if such settlement does not include a complete and unconditional release of the Indemnified Party. The Indemnified Party shall have the right to participate, but not control, any such defense or settlement at its expense. If the Indemnifying Party, within fifteen (15) days after notice of such claim, fails to undertake to defend such claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof. All Parties agree to cooperate as reasonably necessary in the defense of such matters. Should the Indemnified Party fail to notify the Indemnifying Party in the time required above, the Indemnified Party shall not be entitled to indemnification for such claim to the extent that the Indemnified Party’s failure to notify in the time required above materially adversely affects the Indemnifying Party’s ability to defend such matter.

Notice and Control of Litigation. If any claim or liability is asserted in writing by a third party against a Party party entitled to indemnification under this Section 11.1 11 (the “Indemnified Party”) which would give rise to a claim under this Section 11, the Indemnified Party shall notify the person providing giving the indemnity (the “Indemnifying Party”) in writing of the same within ten fifteen (1015) days of receipt of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend the a claim and control the defense, settlement settlement, and prosecution of any litigation, provided that, unless the Indemnified Party otherwise agrees in writing, the Indemnifying Party may not settle the claim if such settlement does not include a complete and unconditional release of the Indemnified Party. The Indemnified Party shall have the right to participate, but not control, any such defense or settlement at its expense. If the Indemnifying Party, within fifteen ten (1510) days after receipt of such written notice of such claim, fails to undertake agree to defend such claim, the Indemnified Party will shall (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise compromise, or settlement of such claim on behalf of and for the account and at the risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise compromise, or final determination thereof. Anything in this Section 11.4 notwithstanding, (i) in the event that a proposed settlement requires the Indemnified Party to admit any wrongdoing or take or refrain from taking any action, then the proposed settlement shall not be entered into unless it is reasonably acceptable to both the Indemnifying Party and the Indemnified Party, and (ii) the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant to the Indemnified Party of a release from all liability in respect of such claim. The foregoing rights and agreements shall be limited to the extent of any requirement of any third-party insurer or indemnitor. All Parties parties agree to cooperate fully as reasonably necessary in the defense of such matters. Should the Indemnified Party fail to notify the Indemnifying Party in the time required above, the Indemnified Party shall not be entitled to indemnification for such claim indemnity with respect to the extent subject matter of the required notice shall be limited to the damages that would have resulted absent the Indemnified Party’s failure to notify the Indemnifying Party in the time required above materially adversely affects after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Party’s ability to defend such matter.

Notice and Control of Litigation. If any claim or liability is asserted in writing by a third party against a Party party entitled to indemnification under this Section 11.1 11 (the “Indemnified Party”) which would give rise to a claim under this Section 11, the Indemnified Party shall notify the person providing giving the indemnity (the “Indemnifying Party”) in writing of the same within ten fifteen (1015) days of receipt of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend the a claim and control the defense, settlement settlement, and prosecution of any litigation, provided that, unless the Indemnified Party otherwise agrees in writing, the Indemnifying Party may not settle the claim if such settlement does not include a complete and unconditional release of the Indemnified Party. The Indemnified Party shall have the right to participate, but not control, any such defense or settlement at its expense. If the Indemnifying Party, within fifteen ten (1510) days after notice of such claim, fails to undertake to defend such claim, the Indemnified Party will shall (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise compromise, or settlement of such claim on behalf of and for the account and at the risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise compromise, or final determination thereof. Anything in this Section 11.4 notwithstanding, (i) if there is a reasonable probability that a claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, the Indemnified Party shall have the right, at its own cost and expense, to defend, compromise, and settle such claim, and (ii) the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant to the Indemnified Party of a release from all liability in respect of such claim. The foregoing rights and agreements shall be limited to the extent of any requirement of any third-party insurer or indemnitor. All Parties parties agree to cooperate fully as reasonably necessary in the defense of such matters. Should the Indemnified Party fail to notify the Indemnifying Party in the time required above, the Indemnified Party shall not be entitled to indemnification for such claim indemnity with respect to the extent subject matter of the required notice shall be limited to the damages that would have resulted absent the Indemnified Party’s failure to notify the Indemnifying Party in the time required above materially adversely affects after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Party’s ability to defend such matter.

Notice and Control of Litigation. If (a) In order for any claim Buyer Indemnified Parties or liability is asserted in writing against a Party entitled to indemnification under Section 11.1 Seller Indemnified Parties (each, as the case may be, the “Indemnified Party”) which would give rise to be entitled to any indemnification provided for under this Article IX hereof, arising from, relating to or otherwise in respect of a claim under this Section 11made by any third party against the Indemnified Party, the such Indemnified Party shall promptly following receipt by such Indemnified Party of written notice of such claim notify the person providing appropriate Parent Indemnifying Parties or Buyer Indemnifying Parties (each, as the indemnity (case may be, an “Indemnifying Party”) in writing of the same within ten (10) days stating in reasonable detail the nature, basis and amount thereof, to the extent known, along with copies of receipt the relevant documentation evidencing such claim; provided, however, that the failure to provide such notice as so indicated shall not affect the Indemnifying Party’s obligation to indemnify and the Indemnifying Party shall have no remedy by reason of such written assertion failure, in each case, other than to the extent of a claim or liabilityany actual and material prejudice to the Indemnifying Party resulting from such delay (except that the Indemnifying Party shall not be liable for any expenses incurred during the period in which the Indemnified Party failed to give such notice). The Indemnifying Party shall have the right to defend assume the claim defense of any such claim, select the counsel and control the defense, settlement and prosecution of any litigation; provided, provided thathowever, unless the Indemnified Party otherwise agrees in writing, the Indemnifying Party may that such counsel is not settle the claim if such settlement does not include a complete and unconditional release of reasonably objected to by the Indemnified Party. The Indemnified Party shall have the right to participate, but not control, any such defense or settlement at its expense. If the Indemnifying Party, within fifteen forty-five (1545) days Business Days after receiving notice of such claim, fails to undertake to defend assume the defense of such claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and claim. The Indemnifying Party shall be liable for the account fees and risk expenses of counsel employed by the Indemnifying Party, subject to the right of Indemnified Party for any period during which the Indemnifying Party to assume has not assumed the defense of such claim at thereof (other than during any time prior to settlement, compromise or final determination thereof. All Parties agree to cooperate as reasonably necessary period in the defense of such matters. Should which the Indemnified Party fail shall have failed to notify give notice of the claim as provided above). Notwithstanding the foregoing, the Indemnifying Party in the time required above, the Indemnified Party shall not be entitled to indemnification for assume the defense of any such claim to (and shall be liable for the extent fees and expenses of counsel incurred by the Indemnified Party in defending such claim) if the claim seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party that the Indemnified Party’s failure to notify in the time required above materially adversely affects Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of such claim can be so separated from that for money damages, the Indemnifying Party’s ability Party shall be entitled to defend assume the defense of the portion relating to money damages. Notwithstanding anything to the contrary in this Agreement, no claim for which an Indemnified Party may seek indemnity under this Article IX shall be compromised or settled without the consent of the Indemnifying Party unless such matterIndemnifying Party has not acknowledged its obligation to indemnify the Indemnified Party pursuant to this Article IX within fifteen (15) Business Days following the receipt of notice of such claim.

Notice and Control of Litigation. If any claim or liability is asserted in writing by a third party against a Party party entitled to indemnification under this Section 11.1 11 (the “Indemnified Party”) which would give rise to a claim under this Section 11, the Indemnified Party shall notify the person providing giving the indemnity (the “Indemnifying Party”) in writing of the same within ten fifteen (1015) days of receipt of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend the claim such third party claim(s) and control the defense, settlement settlement, and prosecution of any litigation; provided, provided that, unless that the Indemnified Party otherwise agrees may in writing, any event retain separate co-counsel at its sole cost and expense and participate in the Indemnifying Party may not settle the claim if such settlement does not include a complete and unconditional release defense of the Indemnified Party. The Indemnified Party shall have the right to participate, but not control, any such defense or settlement at its expensethird party claim. If the Indemnifying Party, within fifteen ten (1510) days after receipt of such written notice of such claim, fails to undertake agree to defend such claim, the Indemnified Party will shall (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise compromise, or settlement of such claim on behalf of and for the account and at the risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise compromise, or final determination thereof, provided such assumption does not materially and adversely impact the Indemnified Party. Anything in this Section 11.4 notwithstanding, (i) in the event that a proposed settlement requires the Indemnified Party to admit any wrongdoing or take or refrain from taking any action, then the proposed settlement shall not be entered into unless it is reasonably acceptable to both the Indemnifying Party and the Indemnified Party, and (ii) the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant to the Indemnified Party of a commercially reasonable release from all liability of the Indemnified Party and its Affiliates in respect of such claim. The foregoing rights and agreements shall be limited to the extent of any requirement of any third-party insurer or indemnitor. All Parties parties agree to cooperate fully as reasonably necessary in the defense of such matters. Should No delay on the part of the Indemnified Party fail to notify in notifying any Indemnifying Party shall relieve the Indemnifying Party in the time required above, the Indemnified Party shall not be entitled to indemnification for such claim from any obligation hereunder unless (and then solely to the extent that the Indemnified Party’s failure to notify in the time required above materially adversely affects extent) the Indemnifying Party’s ability to defend such matterParty is materially prejudiced thereby.

Notice and Control of Litigation. If any claim or liability is asserted in writing by a third party against a Party party entitled to indemnification under this Section 11.1 11 (the “Indemnified Party”) which would give rise to a claim under this Section 11, the Indemnified Party shall notify the person providing giving the indemnity (the “Indemnifying Party”) in writing of the same within ten five (105) days of receipt of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend the a claim and control the defense, settlement settlement, and prosecution of any litigation, provided that, unless the Indemnified Party otherwise agrees in writing, the Indemnifying Party may not settle the claim if such settlement does not include a complete and unconditional release of litigation with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to participate, but not control, any such defense or settlement at its expense. If the Indemnifying Party, within fifteen five (155) days after notice of such claim, fails to undertake to defend such claim, the Indemnified Party will shall (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise compromise, or settlement of such claim on behalf of and for the account and at the risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise compromise, or final determination thereof. Anything in this Section 11.3 notwithstanding, (i) if there is a reasonable probability that a claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, the Indemnified Party shall have the right, at its own cost and expense, to defend, compromise, and settle such claim, and (ii) the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant to the Indemnified Party of a release from all liability in respect of such claim. The foregoing rights and agreements shall be limited to the extent of any requirement of any third-party insurer or indemnitor. All Parties parties agree to cooperate fully as reasonably necessary in the defense of such matters. Should the Indemnified Party fail to notify the Indemnifying Party in the time required above, the Indemnified Party shall not be entitled to indemnification for such claim indemnity with respect to the extent subject matter of the required notice shall be limited to the damages that would have resulted absent the Indemnified Party’s failure to notify the Indemnifying Party in the time required above materially adversely affects after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Party’s ability to defend such matter.

Notice and Control of Litigation. If any claim or liability is asserted in writing against a Party party entitled to indemnification under Section 11.1 this Article IX (the “Indemnified Party”) which would give rise to a claim under this Section 11Article IX, the Indemnified Party shall notify the person providing giving the indemnity (“Indemnifying Party”) in writing of the same within ten thirty (1030) days of receipt of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend the a claim and control the defense, settlement and prosecution of any litigation, provided that, unless the Indemnified Party otherwise agrees in writing, the Indemnifying Party may not settle the claim if such settlement does not include a complete and unconditional release of the Indemnified Party. The Indemnified Party shall have the right to participate, but not control, any such defense or settlement at its expense. If the Indemnifying Party, within fifteen twenty (1520) days after notice of such claim, fails to undertake to defend such claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and risk of the Indemnifying Party. Anything in this Section 9.03 notwithstanding, subject (i) if there is a reasonable probability that a claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, the Indemnified Party shall have the right, at its own cost and expense, to the right of defend, compromise and settle such claim, and (ii) the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any claim or consent to assume the defense entry of any judgment which does not include as an unconditional term thereof the giving by the claimant to the Indemnified party a release from all liability in respect to such claim at any time prior to settlement, compromise or final determination thereofclaim. All Parties parties agree to cooperate fully as reasonably necessary in the defense of such matters. Should the Indemnified Party fail to notify the Indemnifying Party in the time required above, the Indemnified Indemnifying Party shall not be entitled relieved of its obligations pursuant to indemnification for such claim this Article IX only to the extent that the Indemnified Party’s such failure to notify in the time required above materially adversely affects the Indemnifying Party’s ability to defend such matter.

Notice and Control of Litigation. If any claim or liability is asserted in writing by a third party against a Party party entitled to indemnification under Section 11.1 this Article 11 (the “Indemnified Party”"INDEMNIFIED PARTY") which would give rise to a claim under this Section Article 11, the Indemnified Party shall promptly notify the person providing giving the indemnity (“Indemnifying Party”the "INDEMNIFYING PARTY") in writing of the same within ten fifteen (1015) days of receipt of such written assertion of a claim or liability. The failure to give such notice shall not relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless and to the extent that the failure to give such notice to the Indemnifying Party prevents the Indemnifying Party from raising a defense to such legal proceeding, claim or demand or otherwise materially and adversely affects the Indemnifying Party's ability to defend against such legal proceeding, claim or demand. The Indemnifying Party shall have the right to defend the a claim and control the defense, settlement settlement, and prosecution of any litigation, provided that, unless . The Indemnifying Party shall have ten (10) days from the date of delivery of notice to notify the Indemnified Party otherwise agrees in writing, (i) whether the Indemnifying Party may not settle disputes liability to the claim Indemnified Party hereunder with respect to the third party claim, and, if so, the basis for such a dispute, and (ii) if such settlement party does not include a complete and unconditional release of dispute liability, whether or not the Indemnified Party. The Indemnified Indemnifying Party shall have desires, to defend against the right to participate, but not control, any such defense or settlement at its expensethird party claim. If the Indemnifying Party, within fifteen (15) days after notice of such claim, Party fails to undertake to defend such claim, the Indemnified Party will shall (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise compromise, or settlement of such claim on behalf of and for the account and at the risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise compromise, or final determination thereof. Anything in this Section 11.4 notwithstanding, (i) if there is a reasonable probability that a claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, the Indemnified Party shall have the right, at its own cost and expense, to defend, compromise, and settle such claim, and (ii) the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant to the Indemnified Party of a release from all liability in respect of such claim. The foregoing rights and agreements shall be limited to the extent of any requirement of any third-party insurer or indemnitor. All Parties parties agree to cooperate fully as reasonably necessary in the defense of such matters. Should the Indemnified Party fail to notify the Indemnifying Party in the time required above, the Indemnified Party shall not be entitled to indemnification for such claim to the extent that the Indemnified Party’s failure to notify in the time required above materially adversely affects the Indemnifying Party’s ability to defend such matter.

Notice and Control of Litigation. If any claim or liability is asserted in writing by a third party against a Party party entitled to indemnification under this Section 11.1 11 (the “"Indemnified Party”") which would give rise to a claim under this Section 11, the Indemnified Party shall notify the person providing giving the indemnity (“the "Indemnifying Party”") in writing of the same within ten fifteen (1015) days of receipt of such written assertion of a claim or liability. The Indemnifying Party Party, at its own cost and expense, shall have the right to defend the a claim and control the defense, settlement settlement, and prosecution of any litigation, provided that, unless the Indemnified Party otherwise agrees in writing, the Indemnifying Party may not settle the claim if such settlement does not include a complete and unconditional release of the Indemnified Party. The Indemnified Party shall have the right to participate, but not control, any such defense or settlement at its expense. If the Indemnifying Party, within fifteen ten (1510) days after notice of such claim, fails to undertake to defend such claim, the Indemnified Party will shall (upon further written notice to the Indemnifying Party) have the right to undertake the defense, compromise compromise, or settlement of such claim on behalf of and for the account and at the risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise compromise, or final determination thereof. Anything in this Section 11.5 notwithstanding, (i) if there is a reasonable probability that a claim may materially and adversely affect the Indemnified Party other than as a 60 result of money damages or other money payments, the Indemnified Party shall have the right, at its own cost and expense, to defend, compromise, and settle such claim, and (ii) the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant to the Indemnified Party of a release from all liability in respect of such claim. All Parties parties agree to cooperate fully as reasonably necessary in the defense of such matters. Should the Indemnified Party fail to notify the Indemnifying Party in the time required above, the Indemnified Party shall not be entitled to indemnification for such claim indemnity with respect to the extent subject matter of the required notice shall be limited to the damages that would have resulted absent the Indemnified Party’s 's failure to notify the Indemnifying Party in the time required above materially adversely affects after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Party’s ability to defend such matter.

Notice and Control of Litigation. If any claim or liability is asserted in writing against a Party party entitled to indemnification under Section 11.1 this ARTICLE 10 (the “"Indemnified Party”") which would give rise to a claim under this Section 11ARTICLE 10, the Indemnified Party shall notify the person providing the indemnity (“"Indemnifying Party”") in writing of the same within ten fifteen (1015) days of receipt of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend the a claim and control the defense, settlement and prosecution of any litigation, provided that, unless the Indemnified Party otherwise agrees in writing, the Indemnifying Party may not settle the claim if such settlement does not include a complete and unconditional release of the Indemnified Party. The Indemnified Party shall have the right to participate, but not control, any such defense or settlement at its expense. If the Indemnifying Party, within fifteen ten (1510) days after notice of such claim, fails to undertake to defend such claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof. Anything in this Section 10.5 notwithstanding, (i) if there is a reasonable probability that a claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, the Indemnified Party shall have the right, at its own cost and expense, to defend, compromise and settle such claim, and (ii) the Indemnifying Party shall not, without the written consent of the Indemnified Party settle or compromise any claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant to the Indemnified Party a release from all liability in respect to such claim. All Parties parties agree to cooperate fully as reasonably necessary in the defense of such matters. Should the Indemnified Party fail to notify the Indemnifying Party in the time required above, the Indemnified Party this indemnity shall not terminate and be entitled to indemnification for such claim of no further force and effect with respect to the extent subject matter of the required notice in the event that the Indemnified Party’s 's failure to notify in the time required above materially adversely affects the Indemnifying Party’s 's ability to defend such matter.

Notice and Control of Litigation. (a) If any claim or liability is asserted in writing against a Party Person entitled to indemnification under this Section 11.1 11 (the “"Indemnified Party”') which would give rise to a claim under this Section 11, the Indemnified Party shall notify the person providing Person giving the indemnity (“"Indemnifying Party”") in writing of the same within ten (10) seven business days of receipt of such written assertion of a claim or liability, provided, however; that the failure to provide such notice as so indicated shall not affect the Indemnifying Party's obligation to indemnify and the Indemnifying Party shall have no remedy by reason of such failure except to the extent of any actual prejudice. The Indemnifying Party shall have the right to defend any such claim, select the claim counsel and control the defense, settlement and prosecution of any litigation, provided that, unless the Indemnified Party otherwise agrees in writing, the Indemnifying Party may not settle the claim if such settlement does not include a complete and unconditional release of the Indemnified Party. The Indemnified Party shall have the right to participate, but not control, any such defense or settlement at its expense. If the Indemnifying Party, within fifteen (15) ten days after notice of such claim, fails to undertake to defend such claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and risk of the Indemnifying Party, subject to ; provided however that such claim shall not be compromised or settled without the right consent of the Indemnifying Party to assume the defense of such claim at any time prior to settlementParty, compromise or final determination thereof. All Parties agree to cooperate as reasonably necessary in the defense of such matters. Should the Indemnified Party fail to notify the Indemnifying Party in the time required above, the Indemnified Party which consent shall not be entitled to indemnification for such claim to the extent that the Indemnified Party’s failure to notify in the time required above materially adversely affects the Indemnifying Party’s ability to defend such matterunreasonably withheld.

Notice and Control of Litigation. If any claim or liability is asserted in writing by a third party against a Party party entitled to indemnification under this Section 11.1 10 (the “Indemnified Party”) which would give rise to a claim under this Section 1110, the Indemnified Party shall notify the person providing required to give the indemnity (the “Indemnifying Party”) in writing of the same within ten five (105) days Business Days of receipt of oral or written notice of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend the a claim and control the defense, settlement settlement, and prosecution of any litigation, provided that, unless the Indemnified Party otherwise agrees in writing, the Indemnifying Party may not settle the claim if such settlement does not include a complete and unconditional release of litigation with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to participate, but not control, any such defense or settlement at its expense. If the Indemnifying Party, within fifteen five (155) days Business Days after notice of such claim, fails to undertake to defend assume the defence of such claim, the Indemnified Party will shall (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise compromise, or settlement of such claim on behalf of and for the account and at the risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise compromise, or final determination thereof. Anything in this Section 10.3 notwithstanding, (i) if there is a reasonable probability that a claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, the Indemnified Party shall have the right, at its own cost and expense, to participate in (but not control) the defence, compromise, and settlement of such claim, and (ii) the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant to the Indemnified Party of a release from all liability in respect of such claim. The foregoing rights and agreements shall be limited to the extent of any requirement of any third-party insurer or indemnitor. All Parties parties agree to cooperate fully as reasonably necessary in the defense of such matters. Should the Indemnified Party fail to notify the Indemnifying Party in the time required above, the Indemnified Party shall not be entitled to indemnification for such claim indemnity with respect to the extent subject matter of the required notice shall be limited to the damages that would have resulted absent the Indemnified Party’s failure to notify the Indemnifying Party in the time required above materially adversely affects after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Party’s ability to defend such matter.

Notice and Control of Litigation. If any claim or liability is asserted in writing by a third party against a Party party entitled to indemnification under this Section 11.1 11 (the “Indemnified Party”) which would give rise to a claim under this Section 11, the Indemnified Party shall notify the person providing required to give the indemnity (the “Indemnifying Party”) in writing of the same within ten five (105) days Business Days of receipt of oral or written notice of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend the a claim and control the defense, settlement settlement, and prosecution of any litigation, provided that, unless the Indemnified Party otherwise agrees in writing, the Indemnifying Party may not settle the claim if such settlement does not include a complete and unconditional release of litigation with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to participate, but not control, any such defense or settlement at its expense. If the Indemnifying Party, within fifteen five (155) days Business Days after notice of such claim, fails to undertake to defend assume the defence of such claim, the Indemnified Party will shall (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise compromise, or settlement of such claim on behalf of and for the account and at the risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise compromise, or final determination thereof. Anything in this Section 11.3 notwithstanding, (i) if there is a reasonable probability that a claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, the Indemnified Party shall have the right, at its own cost and expense, to participate in (but not control) the defence, compromise, and settlement of such claim, and (ii) the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant to the Indemnified Party of a release from all liability in respect of such claim. The foregoing rights and agreements shall be limited to the extent of any requirement of any third-party insurer or indemnitor. All Parties parties agree to cooperate fully as reasonably necessary in the defense of such matters. Should the Indemnified Party fail to notify the Indemnifying Party in the time required above, the Indemnified Party shall not be entitled to indemnification for such claim indemnity with respect to the extent subject matter of the required notice shall be limited to the damages that would have resulted absent the Indemnified Party’s failure to notify the Indemnifying Party in the time required above materially adversely affects after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Party’s ability to defend such matter.

Notice and Control of Litigation. If any claim or liability is asserted in writing against a Party party entitled to indemnification under Section 11.1 this Article 6 (the “Indemnified Party”"INDEMNIFIED PARTY") which would give rise to a claim under this Section 11Article 6, the Indemnified Party shall notify the person providing the indemnity (“Indemnifying Party”"INDEMNIFYING PARTY") in writing of the same within ten thirty (1030) days of receipt of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend the a claim and control the defense, settlement and prosecution of any litigation, provided that, unless the Indemnified Party otherwise agrees in writing, the Indemnifying Party may not settle the claim if such settlement does not include a complete and unconditional release of the Indemnified Party. The Indemnified Party shall have the right to participate, but not control, any such defense or settlement at its expense. If the Indemnifying Party, within fifteen ten (1510) days after notice of such claim, fails to undertake to defend such claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof. Anything in this Section 6.04 notwithstanding, (i) if there is a reasonable probability that a claim may adversely affect the Indemnified Party other than as a result of money damages or other money payments, the Indemnified Party shall have the right, at its own cost and expense, to defend, compromise and settle such claim, and (ii) the Indemnifying Party shall not, without the written consent of the Indemnified Party settle or compromise any claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant to the Indemnified Party a release from all liability in respect to such claim. All Parties parties agree to cooperate fully as reasonably necessary in the defense of such matters. Should the Indemnified Party fail to notify the Indemnifying Party in the time required above, the Indemnified Party this indemnity shall not terminate and be entitled to indemnification for such claim of no further force and effect with respect to the extent subject matter of the required notice in the event that the Indemnified Party’s 's failure to notify in the time required above materially adversely affects the Indemnifying Party’s 's ability to defend such matter.

Notice and Control of Litigation. If any claim or liability is asserted in writing by a third party against a Party party entitled to indemnification under this Section 11.1 10 (the “Indemnified Party”) which would give rise to a claim under this Section 1110, the Indemnified Party shall notify the person providing required to give the indemnity (the “Indemnifying Party”) in writing of the same within ten five (105) days Business Days of receipt of oral or written notice of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend the a claim and control the defense, settlement settlement, and prosecution of any litigation, provided that, unless the Indemnified Party otherwise agrees in writing, the Indemnifying Party may not settle the claim if such settlement does not include a complete and unconditional release of litigation with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to participate, but not control, any such defense or settlement at its expense. If the Indemnifying Party, within fifteen five (155) days Business Days after notice of such claim, fails to undertake to defend assume the defence of such claim, the Indemnified Party will shall (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise compromise, or settlement of such claim on behalf of and for the account and at the risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise compromise, or final determination thereof. Anything in this Section 10.3 notwithstanding, (i) if there is a reasonable probability that a claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, the Indemnified Party shall have the right, at its own cost and expense, to participate in (but not control) the defence, compromise, and settlement of such claim, and (ii) the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant to the Indemnified Party of a release from all liability in respect of such claim. The foregoing rights and Lease s shall be limited to the extent of any requirement of any third-party insurer or indemnitor. All Parties parties agree to cooperate fully as reasonably necessary in the defense of such matters. Should the Indemnified Party fail to notify the Indemnifying Party in the time required above, the Indemnified Party shall not be entitled to indemnification for such claim indemnity with respect to the extent subject matter of the required notice shall be limited to the damages that would have resulted absent the Indemnified Party’s failure to notify the Indemnifying Party in the time required above materially adversely affects after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Party’s ability to defend such matter.

Notice and Control of Litigation. (a) If any claim or liability is asserted in writing against the Real Property or a Buyer Indemnified Party entitled to indemnification under Section 11.1 (the “Indemnified Party”) which would give rise to a claim under this Section 11Article 13, the Buyer Indemnified Party shall notify the person providing the indemnity (“Indemnifying Party”) Seller in writing of the same within ten thirty (1030) days of receipt of such written assertion of a claim or liability; provided, however, that the failure to provide such notice as so indicated shall not affect Seller’s obligation to indemnify and Seller shall have no remedy by reason of such failure except to the extent of any actual prejudice resulting from such delay. The Indemnifying Party Seller shall have the right to defend any such claim, select the claim counsel and control the defensedefense (subject to Buyer’s reasonable approval of counsel), settlement and prosecution of any litigation; provided, provided thathowever, that such claim shall not be compromised or settled without the consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, unless the Indemnified Party otherwise agrees in writing, the Indemnifying Party may not settle the claim if such settlement does not include a complete and unconditional release of the Indemnified Party. The Indemnified Party shall have the right to participate, but not control, any such defense compromise or settlement at its expenseonly involves the payment of money damages for which Seller agrees to pay, in which case the consent of Buyer shall not be required. If the Indemnifying PartySeller, within fifteen ten (1510) business days after notice of such claim, fails to undertake to continuously and diligently in all material respects defend such claim, the Buyer Indemnified Party will (upon further notice to the Indemnifying PartySeller) have the right to undertake the defense, compromise or settlement of such claim on behalf of and of, for the account and risk of, and at the expense of the Indemnifying PartySeller; provided, subject to the right of the Indemnifying Party to assume the defense of however, that such claim at any time prior to settlement, compromise or final determination thereof. All Parties agree to cooperate as reasonably necessary in the defense of such matters. Should the Indemnified Party fail to notify the Indemnifying Party in the time required above, the Indemnified Party shall not be entitled to indemnification for such claim to compromised or settled without the extent that the Indemnified Party’s failure to notify in the time required above materially adversely affects the Indemnifying Party’s ability to defend such matterwritten consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed.

Notice and Control of Litigation. If any claim or liability is asserted in writing by a third party against a Party party entitled to indemnification under this Section 11.1 11.5 (the “"Indemnified Party”") which would give rise to a claim under this Section 1111.5, the Indemnified Party shall notify the person providing giving the indemnity (“"Indemnifying Party”") promptly in writing of the same (but in any event within ten fifteen (1015) days of receipt receipt) of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend the a claim and control the defense, settlement settlement, and prosecution of any litigation, provided that, unless the Indemnified Party otherwise agrees in writing, the Indemnifying Party may not settle the claim if such settlement does not include a complete and unconditional release of the Indemnified Party. The Indemnified Party shall have the right to participate, but not control, any such defense or settlement at its expense. If the Indemnifying Party, within fifteen ten (1510) days after notice of such claim, fails to undertake to defend such claim, the Indemnified Party will shall (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise compromise, or settlement of such claim on behalf of and for the account and at the risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise compromise, or final determination thereof. Anything in this Section 11.5 notwithstanding, (i) if there is a reasonable probability that a claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, the Indemnified Party shall have the right, at its own cost and expense, to defend, compromise, and settle such claim, and (ii) the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant to the Indemnified Party of a release from all liability in respect of such claim. All Parties parties agree to cooperate fully as reasonably necessary in the defense of such matters. Should the Indemnified Party fail to notify the Indemnifying Party in the time required above, the Indemnified Party shall not be entitled to indemnification for such claim indemnity with respect to the extent subject matter of the required notice shall be limited to the damages that would have resulted absent the Indemnified Party’s 's failure to notify the Indemnifying Party in the time required above materially adversely affects after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Party’s ability to defend such matter.

Notice and Control of Litigation. If any claim claims or liability for which an Indemnifying Party would be liable for Losses to an Indemnified Party is asserted in writing against by a Party entitled to indemnification under Section 11.1 (the “Person other than any Seller’s Indemnified Party”) which would give rise to a claim under this Section 11Persons, the Indemnified Party shall notify the person providing the indemnity (“Indemnifying Party”) Party in writing of the same within ten (10) 30 days of after receipt of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend the claim and control the defense, settlement and prosecution of any litigation, provided that, unless the Indemnified Party otherwise agrees in writing, the Indemnifying Party may not settle the claim if such settlement does not include a complete and unconditional release of the Indemnified Party. The Indemnified Party shall have the right to participate, but not control, any such defense or settlement at its expense. If the Indemnifying Party, within fifteen (15) days after notice of such claim, fails to undertake to defend such claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof. All Parties agree to cooperate as reasonably necessary in the defense of such matters. Should the Indemnified Party fail to notify the Indemnifying Party in the time required above, the Indemnified Indemnifying Party shall not be entitled relieved of its obligations pursuant to indemnification for such claim this Article to the extent that the Indemnified Party’s such failure to notify in the time required above materially adversely affects the Indemnifying Party’s ability to defend such matter.. If the Indemnifying Party notifies the Indemnified Party within 30 days after notice of such claim that the Indemnifying Party will defend the Indemnified Party against the claim, the Indemnifying Party shall, at its sole cost and risk defend the claim and control the defense, settlement and prosecution of any litigation. If within 30 days after notice of such claim the Indemnifying Party either notifies the Indemnified Party that the Indemnifying Party disputes its obligations of indemnity with respect to the claim or fails to notify the Indemnified Party that the Indemnifying Party will defend the claim, or if the Indemnifying Party notifies the Indemnified Party within such 30 days that the Indemnifying Party will defend the Indemnified Party against the claim but fails thereafter to diligently prosecute or settle the claim, the Indemnified Party will have the right (but not the obligation) to undertake the defense, compromise or settlement of such claim at the cost and risk of the Indemnifying Party. Anything in this Section notwithstanding, (i) if there is a reasonable probability that a claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, the Indemnified Party shall have the right, but not the obligation, at its own cost and expense, to defend, compromise and settle such claim,

Notice and Control of Litigation. If any claim or liability is asserted in writing by a third party ("Third Party Claim") against a Party party entitled to indemnification under Section 11.1 this Article VIII (the “"Indemnified Party”") which would give rise to a claim under this Section 11Article VIII, the Indemnified Party shall notify the person providing person(s) giving the indemnity (“collectively, if more than one, the "Indemnifying Party”") in writing of the same within ten (10) 15 days of receipt of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend the a claim and control the defense, settlement and prosecution of any litigation, ; provided that, unless that the Indemnifying Party expressly agrees in a manner reasonably acceptable to the Indemnified Party otherwise agrees in writing, to be solely obligated to satisfy and discharge the Third Party Claim unless the interests of the Indemnified Party and the Indemnifying Party may not settle are or are likely to be adverse, in which case the claim if such settlement does not include a complete and unconditional release of the Indemnified Party. The Indemnified Party shall have the right to participate, but not control, any such hire its own counsel and undertake the defense or settlement at its expenseand the cost thereof shall be part of the claim for which the Indemnified Party shall be indemnified. If the Indemnifying Party, within fifteen (15) ten days after notice of such claim, fails to undertake to defend such claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and at the risk of the Indemnifying Party. Anything in this Section 8.3 notwithstanding, subject (i) if there is a reasonable probability that a claim may adversely affect the Indemnified Party (because money damages or other money payments may not be an adequate remedy or because money damages or payments may be substantial or are not likely to be collectible from the right of Indemnifying Party), the Indemnified Party shall have the right, at its own cost and expense, to defend, compromise and settle such claim, and (ii) the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any claim or consent to assume the defense entry of any judgment which does not include as an unconditional term thereof the giving by the claimant to the Indemnified Party of a release from all liability in respect of such claim at any time prior to settlement, compromise or final determination thereofclaim. All Parties agree to cooperate fully as reasonably necessary in the defense of such matters. Should the Indemnified Party fail to notify the Indemnifying Party in the time required above, the Indemnified Party shall not be entitled to indemnification for such claim indemnity with respect to the extent subject matter of the required notice shall continue, but shall be limited to the damages that would have resulted absent the Indemnified Party’s 's failure to notify the Indemnifying Party in the time required above materially adversely affects after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Party’s ability to defend such matter.

Notice and Control of Litigation. If any claim or liability for which an Indemnifying Party would be liable for Losses to an Indemnified Party is asserted in writing against by a Party entitled to indemnification under Section 11.1 (the “Person other than any Buyer's Indemnified Party”) which would give rise to a claim under this Section 11Persons or Seller's Indemnified Persons, the Indemnified Party shall notify the person providing the indemnity (“Indemnifying Party”) Party in writing of the same within ten (10) 30 days of after receipt of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend the claim and control the defense, settlement and prosecution of any litigation, provided that, unless the Indemnified Party otherwise agrees in writing, the Indemnifying Party may not settle the claim if such settlement does not include a complete and unconditional release of the Indemnified Party. The Indemnified Party shall have the right to participate, but not control, any such defense or settlement at its expense. If the Indemnifying Party, within fifteen (15) days after notice of such claim, fails to undertake to defend such claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof. All Parties agree to cooperate as reasonably necessary in the defense of such matters. Should the Indemnified Party fail to notify the Indemnifying Party in the time required above, the Indemnified Indemnifying Party shall not be entitled relieved of its obligations pursuant to indemnification for such claim this Article to the extent that the Indemnified Party’s such failure to notify in the time required above materially adversely affects the Indemnifying Party’s 's ability to defend such matter. If the Indemnifying Party notifies the Indemnified Party within 30 days after notice of such claim that the Indemnifying Party will defend the Indemnified Party against the claim, the Indemnifying Party shall, at its sole cost and risk, defend 66 the claim and control the defense, settlement and prosecution of any litigation. If within 30 days after notice of such claim the Indemnifying Party either notifies the Indemnified Party that the Indemnifying Party disputes its obligations of indemnity with respect to the claim or fails to notify the Indemnified Party that the Indemnifying Party will defend the claim, or if the Indemnifying Party notifies the Indemnified Party within such 30 days that the Indemnifying Party will defend the Indemnified Party against the claim but fails thereafter to diligently prosecute or settle the claim, the Indemnified Party will have the right (but not the obligation) to undertake the defense, compromise or settlement of such claim at the cost and risk of the Indemnifying Party. Anything in this Section notwithstanding, (i) if there is a reasonable probability that a claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, the Indemnified Party shall have the right, at its own cost and expense, to defend, compromise and settle such claim, (ii) the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant to the Indemnified Party a release from all liability in respect to such claim, and (iii) the Indemnifying Party may not assume the defense of the claim on behalf of the Indemnified Party if (1) the Persons against whom the claim is made, or any impleaded Persons, include both the Indemnifying Party and any Indemnified Party, and (2) representation of both such Persons by the same counsel would be inappropriate due to actual or potential differing interests between them, in which case any Indemnified Party shall have the right to defend the claim on its own behalf and to employ counsel at the expense of the Indemnifying Party. All Parties agree to cooperate fully as necessary in the defense of such matters (including making any counterclaim or cross-claim against any Person other than another Party).

Notice and Control of Litigation. If any claim or liability is asserted in writing by a third party against a Party party entitled to indemnification under this Section 11.1 11 (the “Indemnified Party”) which would give rise to a claim under this Section 11, the Indemnified Party shall notify the person providing Person giving the indemnity (the “Indemnifying Party”) in writing of the same within ten (10) days of receipt of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend assume the defense of any such claim and control the such defense, settlement settlement, and prosecution of any litigation, provided that, unless the Indemnified Party otherwise agrees in writing, the Indemnifying Party may not settle the claim if such settlement does not include a complete and unconditional release of litigation with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to participate, but not control, any such defense or settlement at its expense. If the Indemnifying Party, within fifteen ten (1510) days after notice of such claim, fails to undertake agree in writing to defend such claimclaim and actually assume the defense thereof, the Indemnified Party will shall (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise compromise, or settlement of such claim on behalf of and for the account and at the risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise compromise, or final determination thereof. Anything in this Section 11.3 notwithstanding, the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant to the Indemnified Party of a release from all liability in respect of such claim (ii) the effect of which is to permit any Order or other equitable relief to be entered, directly or indirectly, against any Indemnified Party or materially affects, restrains or interferes with the business of the Indemnified Party or any of the Indemnified Party’s Affiliates or (iii) contains any admission or statement suggesting any wrongdoing or liability on behalf of the Indemnified Party. The Indemnifying Party shall permit the Indemnified Party to participate in such defense or settlement through counsel chosen by the Indemnified Party, with the fees and expenses of such counsel borne by the Indemnified Party; provided, however, that such Indemnifying Party shall be entitled to participate in any such defense with separate counsel at the reasonable expense of the Indemnifying Party if, in the reasonable opinion of counsel to the Indemnifying Party, a conflict or potential conflict exists between the Indemnifying Party and the Indemnified Party that would make such representation advisable; and provided, further, that the Indemnifying Party shall not be required to pay for more than one such counsel for all Indemnified Parties in connection with any third party claim. The foregoing rights and agreements shall be limited to the extent of any requirement of any third-party insurer or indemnitor. All Parties parties agree to cooperate fully as reasonably necessary in the defense of such matters. Should the Indemnified Party fail to notify the Indemnifying Party in the time required above, the Indemnified Party shall not be entitled to indemnification for such claim indemnity with respect to the extent subject matter of the required notice shall be limited to the damages that would have resulted absent the Indemnified Party’s failure to notify the Indemnifying Party in the time required above materially adversely affects after taking into account such actions as could have reasonably been taken by the Indemnifying Party had it received timely notice from the Indemnified Party’s ability to defend such matter.

Notice and Control of Litigation. If any claim or liability is asserted in writing by a third party against a Party party entitled to indemnification under Section 11.1 this Article 11 (Indemnification) (the “Indemnified Party”"INDEMNIFIED PARTY") which would give rise to a claim under this Section 11Article 11 (Indemnification), the Indemnified Party shall promptly notify the person providing giving the indemnity (“Indemnifying Party”the "INDEMNIFYING PARTY") in writing of the same within ten thirty (1030) days of receipt of such written assertion of a claim or liability. The failure to give such notice shall not relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless and to the extent that the failure to give such notice to the Indemnifying Party prevents the Indemnifying Party from raising a defense to such legal proceeding, claim or demand or otherwise adversely affects the Indemnifying Party's ability to defend against such legal proceeding, claim or demand. The Indemnifying Party shall have the right to defend the a claim and control the defense, settlement settlement, and prosecution of any litigation, provided that, unless . The Indemnifying Party shall have thirty (30) days from the date of delivery of notice to notify the Indemnified Party otherwise agrees in writing, of whether the Indemnifying Party may not desires to defend against the third party claim. If the Indemnifying Party makes such an election: (i) it shall keep the Indemnified Party reasonably informed as to the status of such matter and shall promptly send copies of all pleadings to the Indemnified Party; (ii) with respect to any issue involved in such claim or demand, it shall have the sole right to settle or otherwise dispose of such claim or demand on such terms as it, in its sole discretion, shall deem appropriate; provided, however, that the consent of the Indemnified Party to the settlement or disposition of any claim or demand shall be required if such settlement does not include a complete and unconditional release of or disposition shall result in any liability to, or equitable relief against, the Indemnified Party. The , which consent shall not be unreasonably withheld; and (ii) the Indemnified Party shall have the right to participateparticipate jointly in the defense of such claim or demand, but not control, any such defense or settlement shall do so at its expenseown cost. If the Indemnifying Party, within fifteen (15) days after notice of such claim, Party fails to undertake to defend such claim, the Indemnified Party will shall (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise compromise, or settlement of such claim on behalf of and for the account and at the risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise compromise, or final determination thereofthereof and subject further to the requirement that the consent of the Indemnifying Party to any compromise or settlement of such claim or demand shall be required, which consent shall be given or withheld in the sole discretion of the Indemnifying Party. The foregoing rights and agreements shall be limited to the extent of any requirement of any third-party insurer or indemnitor. All Parties parties agree to cooperate fully as reasonably necessary in the defense of such matters. Should To the Indemnified Party fail to notify the Indemnifying Party in the time required aboveextent permitted by applicable law, the Indemnified Party shall not be entitled to Sellers and Buyers will treat any indemnification for such claim payment made or received under this Agreement as an adjustment to the extent that the Indemnified Party’s failure to notify in the time required above materially adversely affects the Indemnifying Party’s ability to defend such matterPurchase Price.

Notice and Control of Litigation. (a) If any claim or liability is asserted in writing against a Party party in respect of which such party would be entitled to indemnification under Section 11.1 this Article 10 (the “"Indemnified Party”) which would give rise to a claim under this Section 11"), the Indemnified Party shall notify the person providing giving the indemnity (“"Indemnifying Party”") in writing of the same within ten as soon as practicable but in no event later than twenty (1020) days of receipt by a Responsible Officer of the Indemnified Party of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend the a claim and control the defense, settlement and prosecution of any litigation, litigation provided that, unless such party shall unconditionally acknowledge in writing to the Indemnified Party otherwise agrees in writing, the Indemnifying Party may not settle the claim if such settlement does not include a complete and unconditional release of that it is obligated to indemnify the Indemnified Party. The Indemnified Party shall have the right to participate, but not control, any such defense or settlement at its expensefully therefor. If the Indemnifying Party, within fifteen (15) business days after notice of such claim, fails to undertake to defend the defense of any such claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right right, to undertake the defense, compromise or settlement of such claim on behalf of and for the account and risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim. Anything to the contrary contained in this Section 10.3 notwithstanding, the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any claim at or consent to the entry of any time prior judgment which does not include as an unconditional term thereof the giving by the claimant to settlement, compromise or final determination thereofthe Indemnified Party a release from all liability in respect to such claim. All Parties parties agree to use reasonable efforts to cooperate as reasonably necessary in the defense of such matters. Should matters as reasonably requested by the other to keep the amount of such claim or liability and the costs of the defense thereof at the lowest practicable amount consistent with the realization by the Indemnified Party fail of the benefits intended to notify be derived herefrom. This indemnity shall terminate and be of no further force and effect with respect to any matter if and to the Indemnifying Party in extent, but only to the time required aboveextent, the Indemnified Party shall not be entitled to indemnification for such claim to the extent that the Indemnified Party’s 's failure to notify in the time required above materially adversely affects the Indemnifying Party’s 's ability to defend such matter.

Notice and Control of Litigation. If any claim or liability is asserted in writing by a third party against a Party party entitled to indemnification under this Section 11.1 13 (the “Indemnified Party”) which would give rise to a claim under this Section 1113, the Indemnified Party shall notify the person providing giving the indemnity (the “Indemnifying Party”) in writing of the same within ten fifteen (1015) days of receipt of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend the a claim and control the defense, settlement settlement, and prosecution of any litigation, provided that, unless the Indemnified Party otherwise agrees in writing, the Indemnifying Party may not settle the claim if such settlement does not include a complete and unconditional release of litigation with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to participate, but not control, any such defense or settlement at its expense. If the Indemnifying Party, within fifteen ten (1510) days after notice of such claim, fails to undertake to defend such claim, the Indemnified Party will shall (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise compromise, or settlement of such claim on behalf of and for the account and at the risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise compromise, or final determination thereof. Anything in this Section 13.3 notwithstanding, (i) if there is a reasonable probability that a claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, the Indemnified Party shall have the right, at its own cost and expense, to defend, compromise, and settle such claim, and (ii) the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant to the Indemnified Party of a release from all liability in respect of such claim. The foregoing rights and agreements shall be limited to the extent of any requirement of any third-party insurer or indemnitor. All Parties parties agree to cooperate fully as reasonably necessary in the defense of such matters. Should the Indemnified Party fail to notify the Indemnifying Party in the time required above, the Indemnified Party shall not be entitled to indemnification for such claim indemnity with respect to the extent subject matter of the required notice shall be limited to the damages that would have resulted absent the Indemnified Party’s failure to notify the Indemnifying Party in the time required above materially adversely affects after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Party’s ability to defend such matter.

Notice and Control of Litigation. If any claim or liability is asserted in writing by a third party against a Party party entitled to indemnification under this Section 11.1 11 (the “Indemnified Party”) which would give rise to a claim under this Section 11, the Indemnified Party shall notify the person providing Person giving the indemnity (the “Indemnifying Party”) in writing of the same within ten fifteen (1015) days of receipt of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend the a claim and control the defense, settlement settlement, and prosecution of any litigation, provided that, unless the Indemnified Party otherwise agrees in writing, the Indemnifying Party may not settle the claim if such settlement does not include a complete and unconditional release of the Indemnified Party. The Indemnified Party shall have the right to participateselect and retain separate co-counsel, but not control, any such defense or settlement at its expensesole cost and expense and participate in the defense of such claim or liability with counsel selected by it. If the Indemnifying Party, within fifteen ten (1510) days after receipt of such written notice of such claim, fails to undertake agree to defend such claim, the Indemnified Party will shall (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise compromise, or settlement of such claim on behalf of and for the account and at the risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise compromise, or final determination thereof. Anything in this Section 11.4 notwithstanding, (i) in the event that a proposed settlement requires the Indemnified Party to admit any wrongdoing or take or refrain from taking any action, then the proposed settlement shall not be entered into unless it is reasonably acceptable to both the Indemnifying Party and the Indemnified Party, and (ii) the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant to the Indemnified Party of a release from all liability in respect of such claim. The foregoing rights and agreements shall be limited to the extent of any requirement of any third-party insurer or indemnitor. All Parties parties agree to cooperate fully as reasonably necessary in the defense of such matters. Should the Indemnified Party fail to notify the Indemnifying Party in the time required above, the Indemnified Party shall not be entitled to indemnification for such claim indemnity with respect to the extent subject matter of the required notice shall be limited to the damages that would have resulted absent the Indemnified Party’s failure to notify the Indemnifying Party in the time required above materially adversely affects after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Party’s ability to defend such matter.

Notice and Control of Litigation. If any claim or liability is asserted in writing by a third party against a Party party entitled to indemnification under Section 11.1 this Article XV (the “Indemnified Party”) which that would give rise to a claim under this Section 11Article XV, the Indemnified Party shall notify the person providing other party (the indemnity (“Indemnifying Party”) in writing of the same within ten thirty (1030) days of receipt of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend the a claim and control the defense, settlement settlement, and prosecution of any litigation, provided that, unless the Indemnified Party otherwise agrees in writing, the Indemnifying Party may not settle the claim if such settlement does not include a complete and unconditional release of the Indemnified Party. The Indemnified Party shall have the right to participate, but not control, any such defense or settlement at its expense. If the Indemnifying Party, within fifteen ten (1510) days after notice of such claim, fails to undertake to defend such claim, the Indemnified Party will (upon further notice to the Indemnifying Party) shall have the right to undertake the defense, compromise compromise, or settlement of such claim on behalf of and for the account and at the risk of the Indemnifying Party. Anything in this Section 15.5 notwithstanding, subject (i) if there is a reasonable probability that a claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, the Indemnified Party shall have the right, at its own cost and expense, to the right of defend, compromise, and settle such claim, and (ii) the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any claim or consent to assume the defense entry of any judgment that compels the Indemnified Party to take any action (other than the payment of money) and that does not include as an unconditional term thereof the giving by the claimant to the Indemnified Party of a release from all liability in respect of such claim at any time prior to settlement, compromise or final determination thereofclaim. All Parties agree to The parties shall cooperate as reasonably fully as necessary in the defense of such matters. Should the Indemnified Party fail to notify the Indemnifying Party in the time required above, the Indemnified Party shall not be entitled to indemnification for such claim indemnity with respect to the extent subject matter of the required notice shall be limited to the damages that would have resulted absent the Indemnified Party’s failure to notify the Indemnifying Party in the time required above materially adversely affects after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Party’s ability to defend such matter.

Notice and Control of Litigation. If any claim or liability is asserted in writing against a Party party entitled to indemnification under this Section 11.1 7 (the “"Indemnified Party”") which would give rise to a claim under this Section 117, the Indemnified Party shall notify the person providing the indemnity (“"Indemnifying Party”") in writing of the same within ten fifteen (1015) days of receipt of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend the a claim and control the defense, settlement and prosecution of any litigation, provided that, unless the Indemnified Party otherwise agrees in writing, the Indemnifying Party may not settle the claim if such settlement does not include a complete and unconditional release of the Indemnified Party. The Indemnified Party shall have the right to participate, but not control, any such defense or settlement at its expense. If the Indemnifying Party, within fifteen ten (1510) days after notice of such claim, fails to undertake give the Indemnified Party notice that the Indemnifying Party intends to defend such claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof. Anything in this Section 7(c) notwithstanding, (i) if there is a reasonable probability that a claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, the Indemnified Party shall have the right, at its own cost and expense, to defend, compromise and settle the part of such claim which would not result in money damages or other money payments, and (ii) the Indemnifying Party shall not, without the written consent of the Indemnified Party (which consent shall not be unreasonably withheld), settle or compromise any claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant to the Indemnified Party a release from all liability in respect to such claim. All Parties parties agree to cooperate fully as reasonably necessary in the defense of such matters. Should the Indemnified Party fail to notify the Indemnifying Party in the time required above, the Indemnified Party this indemnity shall not terminate and be entitled to indemnification for such claim of no further force and effect with respect to the extent subject matter of the required notice in the event that the Indemnified Party’s 's failure to notify in the time required above materially adversely affects the Indemnifying Party’s 's ability to defend such matter.

Notice and Control of Litigation. If any claim or liability is asserted in writing by a third party against a Party party entitled to indemnification under this Section 11.1 11 (the “Indemnified Party”) which would give rise to a claim under this Section 11, the Indemnified Party shall notify the person providing required to give the indemnity (the “Indemnifying Party”) in writing of the same within ten five (105) days Business Days of receipt of oral or written notice of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend the a claim and control the defense, settlement settlement, and prosecution of any litigation, provided that, unless the Indemnified Party otherwise agrees in writing, the Indemnifying Party may not settle the claim if such settlement does not include a complete and unconditional release of litigation with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to participate, but not control, any such defense or settlement at its expense. If the Indemnifying Party, within fifteen five (155) days Business Days after notice of such claim, fails to undertake to defend assume the defense of such claim, the Indemnified Party will shall (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise compromise, or settlement of such claim on behalf of and for the account and at the risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise compromise, or final determination thereof. Anything in this Section 11.3 notwithstanding, (i) if there is a reasonable probability that a claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, the Indemnified Party shall have the right, at its own cost and expense, to participate in (but not control) the defence, compromise, and settlement of such claim, and (ii) the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant to the Indemnified Party of a release from all liability in respect of such claim. The foregoing rights and agreements shall be limited to the extent of any requirement of any third-party insurer or indemnitor. All Parties parties agree to cooperate fully as reasonably necessary in the defense of such matters. Should the Indemnified Party fail to notify the Indemnifying Party in the time required above, the Indemnified Party shall not be entitled to indemnification for such claim indemnity with respect to the extent subject matter of the required notice shall be limited to the damages that would have resulted absent the Indemnified Party’s failure to notify the Indemnifying Party in the time required above materially adversely affects after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Party’s ability to defend such matter.

Notice and Control of Litigation. If any claim or liability is asserted in writing by a third party against a Party party entitled to indemnification under this Section 11.1 9.3 (the “Indemnified Party”) which would give rise to a claim under this Section 119.3, the Indemnified Party shall notify the person providing giving the indemnity (the “Indemnifying Party”) in writing of the same within ten fifteen (1015) days of receipt of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend the a claim and control the defense, settlement settlement, and prosecution of any litigation, provided that, unless the Indemnified Party otherwise agrees in writing, the Indemnifying Party may not settle the claim if such settlement does not include a complete and unconditional release of the Indemnified Party. The Indemnified Party shall have the right to participate, but not control, any such defense or settlement at its expense. If the Indemnifying Party, within fifteen ten (1510) days after notice of such claim, fails to undertake to defend such claim, the Indemnified Party will shall (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise compromise, or settlement of such claim on behalf of and for the account and at the risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise compromise, or final determination thereof. Anything in this Section 9.3 notwithstanding, (i) if there is a reasonable probability that a claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, the Indemnified Party shall have the right, at its own cost and expense, to defend, compromise, and settle such claim, and (ii) the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant to the Indemnified Party of a release from all liability in respect of such claim. The foregoing rights and agreements shall be limited to the extent of any requirement of any third-party insurer or indemnitor. All Parties parties agree to cooperate fully as reasonably necessary in the defense of such matters. Should the Indemnified Party fail to notify the Indemnifying Party in the time required above, the Indemnified Party shall not be entitled to indemnification for such claim indemnity with respect to the extent subject matter of the required notice shall be limited to the damages that would have resulted absent the Indemnified Party’s failure to notify the Indemnifying Party in the time required above materially adversely affects after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Party’s ability to defend such matter.

Notice and Control of Litigation. If any claim or liability is asserted in writing by a third party against a Party party entitled to indemnification under this Section 11.1 11 (the “Indemnified Party”) which would give rise to a claim under this Section 11, the Indemnified Party shall notify the person providing Person giving the indemnity (the “Indemnifying Party”) in writing of the same within ten (10) days of receipt of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend assume the defense of any such claim and control the such defense, settlement settlement, and prosecution of any litigation, provided that, unless the Indemnified Party otherwise agrees in writing, the Indemnifying Party may not settle the claim if such settlement does not include a complete and unconditional release of litigation with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to participate, but not control, any such defense or settlement at its expense. If the Indemnifying Party, within fifteen ten (1510) days after notice of such claim, fails to undertake agree in writing to defend such claimclaim and actually assume the defense thereof, the Indemnified Party will shall (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise compromise, or settlement of such claim on behalf of and for the account and at the risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise compromise, or final determination thereof. Anything in this Section 11.3 notwithstanding, the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant to the Indemnified Party of a release from all liability in respect of such claim. The foregoing rights and agreements shall be limited to the extent of any requirement of any third-party insurer or indemnitor. All Parties parties agree to cooperate fully as reasonably necessary in the defense of such matters. Should the Indemnified Party fail to notify the Indemnifying Party in the time required above, the Indemnified Party shall not be entitled to indemnification for such claim indemnity with respect to the extent subject matter of the required notice shall be limited to the damages that would have resulted absent the Indemnified Party’s failure to notify the Indemnifying Party in the time required above materially adversely affects after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Party’s ability to defend such matter.

Notice and Control of Litigation. If any claim or liability is asserted in writing against a Party party entitled to indemnification under this Section 11.1 13 (the “Indemnified Party”) which would give rise to a claim under this Section 1113, the Indemnified Party shall notify the person providing giving the indemnity (“Indemnifying Party”) in writing of the same within ten thirty (1030) days of receipt of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend the a claim and control the defense, settlement and prosecution of any litigation, provided that, unless the Indemnified Party otherwise agrees in writing, the Indemnifying Party may not settle the claim if such settlement does not include a complete and unconditional release of the Indemnified Party. The Indemnified Party shall have the right to participate, but not control, any such defense or settlement at its expense. If the Indemnifying Party, within fifteen twenty (1520) days after notice of such claim, fails to undertake to defend such claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and risk of the Indemnifying Party. Anything in this Section 13.3 notwithstanding, subject (i) if there is a reasonable probability that a claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, the Indemnified Party shall have the right, at its own cost and expense, to the right of defend, compromise and settle such claim, and (ii) the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any claim or consent to assume the defense entry of any judgment which does not include as an unconditional term thereof the giving by the claimant to the Indemnified party a release from all liability in respect to such claim at any time prior to settlement, compromise or final determination thereofclaim. All Parties parties agree to cooperate fully as reasonably necessary in the defense of such matters. Should the Indemnified Party fail to notify the Indemnifying Party in the time required above, the Indemnified Indemnifying Party shall not be entitled relieved of its obligations pursuant to indemnification for such claim this Section 13 only to the extent that the Indemnified Party’s such failure to notify in the time required above materially adversely affects the Indemnifying Party’s ability to defend such matter.

Notice and Control of Litigation. If any claim or liability is asserted in writing against a Party entitled to indemnification under Section 11.1 this Article 5 (the “Indemnified Party”"INDEMNIFIED PARTY") which would give rise to a claim under this Section 11Article 5, the Indemnified Party shall notify the person providing the indemnity (“Indemnifying Party”"INDEMNIFYING PARTY") in writing of the same within ten fifteen (1015) days of receipt of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend the a claim and control the defense, settlement and prosecution of any litigation, provided that, unless the Indemnified Party otherwise agrees in writing, the Indemnifying Party may not settle the claim if such settlement does not include a complete and unconditional release of the Indemnified Party. The Indemnified Party shall have the right to participate, but not control, any such defense or settlement at its expense. If the Indemnifying Party, within fifteen (15) days after notice of such claim, fails to undertake to defend such claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof. Anything in this Article 5 notwithstanding, (i) if there is a reasonable probability that a claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, the Indemnified Party shall have the right, at its own cost and expense, to defend, compromise and settle such claim, and (II) the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant to the Indemnified Party a release from all liability in respect to such claim. All Parties parties agree to cooperate fully as reasonably necessary in the defense of such matters. Should the Indemnified Party fail to notify the Indemnifying Party in the time required above, the Indemnified Party this indemnity shall not terminate and be entitled to indemnification for such claim of no further force and effect with respect to the extent subject matter of the required notice in the event that the Indemnified Party’s 's failure to notify in the time required above materially adversely affects the Indemnifying Party’s 's ability to defend such matter.

Notice and Control of Litigation. If any claim or liability for which an Indemnifying Party would be liable for Losses to an Indemnified Party is asserted in writing against by a Party entitled to indemnification under Section 11.1 (the “Person other than any Buyer’s Indemnified Party”) which would give rise to a claim under this Section 11Persons or Seller’s Indemnified Persons, the Indemnified Party shall notify the person providing the indemnity (“Indemnifying Party”) Party in writing of the same within ten (10) thirty days of receipt of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend the claim and control the defense, settlement and prosecution of any litigation, provided that, unless the Indemnified Party otherwise agrees in writing, the Indemnifying Party may not settle the claim if such settlement does not include a complete and unconditional release of the Indemnified Party. The Indemnified Party shall have the right to participate, but not control, any such defense or settlement at its expense. If the Indemnifying Party, within fifteen (15) days after notice of such claim, fails to undertake to defend such claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof. All Parties agree to cooperate as reasonably necessary in the defense of such matters. Should the Indemnified Party fail to notify the Indemnifying Party in the time required above, the Indemnified Indemnifying Party shall not be entitled relieved of its obligations pursuant to indemnification for such claim this Section 15 to the extent that the Indemnified Party’s such failure to notify in the time required above materially adversely affects the Indemnifying Party’s ability to defend such matter. If the Indemnifying Party notifies the Indemnified Party within thirty days after notice of such claim that the Indemnifying Party will defend the Indemnified Party against the claim, the Indemnifying Party shall, at its sole cost and risk, defend the claim and control the defense, settlement and prosecution of any litigation. If within thirty days after notice of such claim the Indemnifying Party either notifies the Indemnified Party that the Indemnifying Party disputes its obligations of indemnity with respect to the claim or fails to notify the Indemnified Party that the Indemnifying Party will defend the claim, or if the Indemnifying Party notifies the Indemnified Party within such thirty days that the Indemnifying Party will defend the Indemnified Party against the claim but fails thereafter to diligently prosecute or settle the claim, the Indemnified Party will have the right (but not the obligation) to undertake the defense, compromise or settlement of such claim at the cost and risk of the Indemnifying Party. Anything in this Section 15.6 notwithstanding, (i) if there is a reasonable probability that a claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, the Indemnified Party shall have the right, at its own cost and expense, to defend, compromise and settle such claim, (ii) the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant to the Indemnified Party a release from all liability in respect to such claim, and (iii) the Indemnifying Party may not assume the defense of the claim on behalf of the Indemnified Party if (1) the Persons against whom the claim is made, or any impleaded Persons, include both the Indemnifying Party and any Indemnified Party, and (2) representation of both such Persons by the same counsel would be inappropriate due to actual or potential differing interests between them, in which case any Indemnified Party shall have the right to defend the claim on its own behalf and to employ counsel at the expense of the Indemnifying Party. All Parties agree to cooperate fully as necessary in the defense of such matters (including making any counterclaim or cross-claim against any Person other than another Party).

Notice and Control of Litigation. If any claim or liability -------------------------------- is asserted orally or in writing against a Party party entitled to indemnification under Section 11.1 this Article XIII (the “"Indemnified Party”") or if the Indemnified Party has knowledge of any claim or liability, which in any case would give rise to a claim under this Section 11Article XIII, the Indemnified Party shall notify the person providing giving the indemnity (“"Indemnifying Party”") in writing of the same within ten (10) business days of receipt of such written assertion of a claim or liabilityliability or acquisition of such knowledge; provided, however, that the Indemnifying Party -------- ------- shall not have any liability under Section 13.1, 13.2 or 13.3 for any claims until such claims, in the aggregate, total at least Fifty Thousand Dollars ($50,000) and then only for the amount in excess thereof. Thereafter, the Indemnifying Party shall be responsible for all such claims, excluding the initial Fifty Thousand Dollars ($50,000) in claims. The obligations of the Indemnifying Party to the Indemnified Party shall be reduced by any insurance proceeds available to the Indemnified Party. The Indemnifying Party shall have the right to defend the a claim and control the defense, settlement and prosecution of any litigation, provided that, unless the Indemnified Party otherwise agrees in writing, the Indemnifying Party may not settle the claim if such settlement does not include a complete and unconditional release of the Indemnified Party. The Indemnified Party shall have the right to participate, but not control, any such defense or settlement at its expense. If the Indemnifying Party, within fifteen (15) business days after notice of such claim, fails to undertake to defend the defense of any such claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right right, subject to the provisions hereof, to undertake the defense, compromise or settlement of such claim on behalf of and for the account and risk of the Indemnifying Party. Anything in this Section 13.4 notwithstanding, subject (i) if there is a reasonable likelihood that such claim will materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, the Indemnified Party shall have the right, at its own cost and expense, to the right of defend, compromise and settle such claim, and (ii) the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any claim or consent to assume the defense entry of any judgment which does not include as an unconditional term thereof the giving by the claimant to the Indemnified Party a release from all liability in respect to such claim at any time prior to settlement, compromise or final determination thereofclaim. All Parties parties agree to cooperate fully as reasonably necessary in the defense of such mattersmatters to keep the amount of such claim or liability and the costs of the defense thereof at the lowest practicable amount. Should the Indemnified Party fail to notify the Indemnifying Party in the time required above, the Indemnified Party this indemnity shall not terminate and be entitled to indemnification for such claim of no further force and effect with respect to the extent subject matter of the required notice in the event that the Indemnified Party’s 's failure to notify in the time required above materially adversely affects the Indemnifying Party’s 's ability to defend such matter.. In all cases referred to in this Article XIII, there shall be excluded any claim or liability to the extent that such claim or liability (i) is the subject matter of another indemnity provision of this Agreement or (ii) arises as a result of the willful misconduct or gross negligence of any Indemnified Party. The following shall apply to all claims for indemnity under this Article XIII:

Notice and Control of Litigation. If any claim or liability is asserted in writing by a third party against a Party party entitled to indemnification under this Section 11.1 11 (the “Indemnified Party”) which would give rise to a claim under this Section 11, the Indemnified Party shall notify the person providing Person giving the indemnity (the “Indemnifying Party”) in writing of the same within ten (10) days of receipt of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend the a claim and control the defense, settlement settlement, and prosecution of any litigation, provided that, unless the Indemnified Party otherwise agrees in writing, the Indemnifying Party may not settle the claim if such settlement does not include a complete and unconditional release of litigation with counsel reasonably satisfactory to the Indemnified Party. The Indemnified Party shall have the right to participate, but not control, any such defense or settlement at its expense. If the Indemnifying Party, within fifteen ten (1510) days after notice of such claim, fails to undertake to defend such claim, the Indemnified Party will shall (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise compromise, or settlement of such claim on behalf of and for the account and at the risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise compromise, or final determination thereof. Anything in this Section 11.3 notwithstanding, the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant to the Indemnified Party of a release from all liability in respect of such claim. The foregoing rights and agreements shall be limited to the extent of any requirement of any third-party insurer or indemnitor. All Parties parties agree to cooperate fully as reasonably necessary in the defense of such matters. Should the Indemnified Party fail to notify the Indemnifying Party in the time required above, the Indemnified Party shall not be entitled to indemnification for such claim indemnity with respect to the extent subject matter of the required notice shall be limited to the damages that would have resulted absent the Indemnified Party’s failure to notify the Indemnifying Party in the time required above materially adversely affects after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Party’s ability to defend such matter.

Notice and Control of Litigation. If any claim claims or liability for which an Indemnifying Party would be liable for Losses to an Indemnified Party is asserted in writing against by a Party entitled to indemnification under Section 11.1 (the “Person other than any Buyer’s Indemnified Party”) which would give rise to a claim under this Section 11Persons or Seller’s Indemnified Persons, the Indemnified Party shall notify the person providing the indemnity (“Indemnifying Party”) Party in writing of the same within ten (10) 30 days of after receipt of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend the claim and control the defense, settlement and prosecution of any litigation, provided that, unless the Indemnified Party otherwise agrees in writing, the Indemnifying Party may not settle the claim if such settlement does not include a complete and unconditional release of the Indemnified Party. The Indemnified Party shall have the right to participate, but not control, any such defense or settlement at its expense. If the Indemnifying Party, within fifteen (15) days after notice of such claim, fails to undertake to defend such claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof. All Parties agree to cooperate as reasonably necessary in the defense of such matters. Should the Indemnified Party fail to notify the Indemnifying Party in the time required above, the Indemnified Indemnifying Party shall not be entitled relieved of its obligations pursuant to indemnification for such claim this Article to the extent that the Indemnified Party’s such failure to notify in the time required above materially adversely affects the Indemnifying Party’s ability to defend such matter. If the Indemnifying Party notifies the Indemnified Party within 30 days after notice of such claim that the Indemnifying Party will defend the Indemnified Party against the claim, the Indemnifying Party shall, at its sole cost and risk defend the claim and control the defense, settlement and prosecution of any litigation. If within 30 days after notice of such claim the Indemnifying Party either notifies the Indemnified Party that the Indemnifying Party disputes its obligations of indemnity with respect to the claim or fails to notify the Indemnified Party that the Indemnifying Party will defend the claim, or if the Indemnifying Party notifies the Indemnified Party within such 30 days that the Indemnifying Party will defend the Indemnified Party against the claim but fails thereafter to diligently prosecute or settle the claim, the Indemnified Party will have the right (but not the obligation) to undertake the defense, compromise or settlement of such claim at the cost and risk of the Indemnifying Party. Anything in this Section notwithstanding, (i) if there is a reasonable probability that a claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, the Indemnified Party shall have the right, but not the obligation, at its own cost and expense, to defend, compromise and settle such claim, (ii) the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant to the Indemnified Party a release from all liability in respect to such claim, and (iii) the Indemnifying Party may not assume the defense of the claim on behalf of the Indemnified Party if (1) the Persons against whom the claim is made, or any Indemnified Persons, include both the Indemnifying Party and any Indemnified Party, and (2) representation of both such Persons by the same counsel would be inappropriate due to actual or potential differing interests between them, in which case any Indemnified Party shall have the right to defend the claim on its own behalf and to employ counsel at the expense of the Indemnifying Party. All Parties agree to cooperate fully as necessary in the defense of such matters (including making any counterclaim or cross-claim against any Person other than another Party).

Notice and Control of Litigation. If any claim or liability is asserted in writing against a Party party entitled to indemnification under Section 11.1 this Article (the “"Indemnified Party”") which would give rise to a claim under this Section 11Article, the Indemnified Party shall notify the person Person providing the indemnity (“"Indemnifying Party”") in writing of the same within ten fifteen (1015) days of receipt of such written assertion of a claim or liabilityclaim. The Indemnifying Party shall have the right to defend the a claim and control the defense, settlement and prosecution of any litigation, provided that, unless the Indemnified Party otherwise agrees in writing, the Indemnifying Party may not settle the claim if such settlement does not include a complete and unconditional release of the Indemnified Party. The Indemnified Party shall have the right to participate, but not control, any such defense or settlement at its expense. If the Indemnifying Party, within fifteen ten (1510) days after notice of such claim, fails to undertake to defend such claim, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise or final determination thereof. Anything in this Section notwithstanding, (i) if there is a reasonable probability that a claim may materially and adversely affect the Indemnified Party other than as a result of money damages or other money payments, the Indemnified Party shall have the right, at its own cost and expense, to defend, compromise and settle such claim, and (ii) the Indemnifying Party shall not, without the written consent of the Indemnified Party settle or compromise any claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant to the Indemnified Party a release from all liability in respect to such claim. All Parties parties agree to cooperate fully as reasonably necessary in the defense of such matters. Should the Indemnified Party fail to notify the Indemnifying Party in the time required above, this indemnity shall terminate and be of no further force and effect with respect to the Indemnified Party shall not be entitled to indemnification for such claim subject matter of the required notice but only to the extent that the Indemnified Party’s 's failure to notify in the time required above materially adversely affects the Indemnifying Party’s 's ability to defend such matter.

Notice and Control of Litigation. If any claim or liability is asserted in writing by a third party ("Third Party Claim") against a Party party entitled to indemnification under Section 11.1 this Article VIII (the “"Indemnified Party”") which that would give rise to a claim under this Section 11Article VIII, the Indemnified Party shall notify the person providing person(s) giving the indemnity (“collectively, if more than one, the "Indemnifying Party”) in writing of the same within ten (10) days of receipt of such written assertion of a claim or liability"). The Indemnifying Party shall have the right to defend the a claim and control the defense, settlement and prosecution of any litigation, ; provided that, unless that the Indemnifying Party expressly agrees in a manner reasonably acceptable to the Indemnified Party otherwise agrees in writing, to be solely obligated to satisfy and discharge the Third Party Claim to the extent of the Indemnifying Party's liability as limited by Section 8.5 below unless the interests of the Indemnified Party and the Indemnifying Party may not settle are or are likely to be adverse, in which case the claim if such settlement does not include a complete and unconditional release of the Indemnified Party. The Indemnified Party shall have the right to participate, but not control, any such hire its own counsel and undertake the defense or settlement at its expenseand the cost thereof shall be part of the claim for which the Indemnified Party shall be indemnified. If the Indemnifying Party, within fifteen (15) days after notice of such claim, Party fails to undertake to defend such claimclaim within a reasonable period of time but no more than thirty (30) days, the Indemnified Party will (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such claim on behalf of and for the account and at the risk of the Indemnifying Party, Party subject to the right limitations in Section 8.5 below. Anything in this Section 8.3 notwithstanding, (i) if there is a reasonable probability that a claim may materially and adversely affect the Indemnified Party (because money damages or other money payments would not be an adequate remedy or because money damages or payments may be substantially in excess of the limitations in Section 8.5 below or are not likely to be collectible from the Indemnifying Party), the Indemnified Party shall have the right, at its own cost and expense, to defend, compromise and settle such claim, and (ii) the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any claim or consent to assume the defense entry of any judgment which does not include as an unconditional term thereof the giving by the claimant to the Indemnified Party of a release from all liability in respect of such claim at any time prior to settlement, compromise or final determination thereofclaim. All Parties agree to cooperate fully as reasonably necessary in the defense of such matters. Should the Indemnified Party fail to notify the Indemnifying Party in the time required above, the Indemnified Party shall not be entitled to indemnification for such claim indemnity with respect to the extent subject matter of the required notice shall continue, but shall be limited to the damages that would have resulted absent the Indemnified Party’s 's failure to notify the Indemnifying Party in the time required above materially adversely affects after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Party’s ability . If the Indemnifying Party is a Seller, then the Indemnified Party shall send notices under this Section 8.3 or Section 8.4 to defend both the Seller and the Sellers' Committee of the LLC to which the claim or liability relates, and such matterSellers' Committee shall be responsible for all decisions and of such Indemnifying Parties under this Section 8.3 and Section 8.4.

Notice and Control of Litigation. If any claim or liability is asserted in writing by a third party against a Party party entitled to indemnification under this Section 11.1 11 (the “Indemnified Party”) which would give rise to a claim under this Section 11, the Indemnified Party shall notify the person providing giving the indemnity (the “Indemnifying Party”) in writing of the same within ten fifteen (1015) days of receipt of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend the a claim and control the defense, settlement settlement, and prosecution of any litigation, provided that, unless the Indemnified Party otherwise agrees in writing, the Indemnifying Party may not settle the claim if such settlement does not include a complete and unconditional release of the Indemnified Party. The Indemnified Party shall have the right to participate, but not control, any such defense or settlement at its expense. If the Indemnifying Party, within fifteen ten (1510) days after receipt of such written notice of such claim, fails to undertake agree to defend such claim, the Indemnified Party will shall (upon further notice to the Indemnifying Party) have the right to undertake the defense, compromise compromise, or settlement of such claim on behalf of and for the account and at the risk of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such claim at any time prior to settlement, compromise compromise, or final determination thereof. Anything in this Section 11.4 notwithstanding, (i) in the event that a proposed settlement requires the Indemnified Party to admit any wrongdoing or take or refrain from taking any action, then the proposed settlement shall not be entered into unless it is reasonably acceptable to both the Indemnifying Party and the Indemnified Party, and (ii) the Indemnifying Party shall not, without the written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment which does not include as an unconditional term thereof the giving by the claimant to the Indemnified Party of a release from all liability in respect of such claim. The foregoing rights and agreements shall be limited to the extent of any requirement of any third-party insurer or indemnitor. All Parties parties agree to cooperate fully as reasonably necessary in the defense of such matters. Should the Indemnified Party fail to notify the Indemnifying Party in the time required above, the Indemnified Party shall not be entitled to indemnification for such claim indemnity with respect to the extent subject matter of the required notice shall be limited to the damages that would have resulted absent the Indemnified Party’s 's failure to notify the Indemnifying Party in the time required above materially adversely affects after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Party’s ability to defend such matter.