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 by a third party against a party entitled to indemnification under this Section 11 (the “Indemnified Party”) which would give rise to a claim under this Section 11, the Indemnified Party shall notify the person giving the indemnity (the “Indemnifying Party”) in writing of the same within fifteen (15) days of receipt of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend a claim and control the defense, settlement, and prosecution of any litigation. If the Indemnifying Party, within ten (10) days after receipt of such written notice of such claim, fails to agree to defend such claim, the Indemnified Party shall (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, 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 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 agree to cooperate 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 indemnity with respect to the 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 after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Party.

Notice and Control of Litigation. If any claim or liability is asserted in writing by a third party against a party entitled to indemnification under this Section 11 (the “Indemnified Party”) which would give rise to a claim under this Section 11, the Indemnified Party shall notify the person giving the indemnity (the “Indemnifying Party”) in writing of the same within fifteen (15) days of receipt of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend a claim and control the defense, settlement, and prosecution of any litigation. If the Indemnifying Party, within ten (10) days after receipt of such written notice of such claim, fails to agree to defend such claim, the Indemnified Party shall (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, 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 11.4 notwithstanding, (i) in the event if there is a reasonable probability that a proposed settlement requires claim may materially and adversely affect the Indemnified Party to admit any wrongdoing other than as a result of money damages or take or refrain from taking any actionother money payments, then the proposed settlement shall not be entered into unless it is reasonably acceptable to both the Indemnifying Party and the Indemnified PartyParty 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 agree to cooperate 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 indemnity with respect to the 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 after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified 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 11.1 (the “Indemnified Party”) which would give rise to a claim under this Section 11, the Indemnified Party shall notify the person giving providing the indemnity (the “Indemnifying Party”) in writing of the same within fifteen ten (1510) days of receipt of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend a the 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 ten fifteen (1015) days after receipt of such written notice of such claim, fails to agree undertake to defend such claim, the Indemnified Party shall will (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 indemnity with respect Indemnified Party shall not be entitled to indemnification for such claim to the subject matter of the required notice shall be limited to the damages extent that would have resulted absent the Indemnified Party’s failure to notify the Indemnifying Party in the time required above after taking into account such actions as could have been taken by materially adversely affects 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 entitled to indemnification under this Section 11 (the “Indemnified Party”) which would give rise to a claim under this Section 11, the Indemnified Party shall notify the person giving the indemnity (the “Indemnifying Party”) in writing of the same within fifteen (15) days of receipt of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend a claim such third party claim(s) and control the defense, settlement, and prosecution of any litigation; provided, that the Indemnified Party may in any event retain separate co-counsel at its sole cost and expense and participate in the defense of the third party claim. If the Indemnifying Party, within ten (10) days after receipt of such written notice of such claim, fails to agree to defend such claim, the Indemnified Party shall (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, 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, 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 agree to cooperate fully as 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 indemnity with respect from any obligation hereunder unless (and then solely to the subject matter of the required notice shall be limited to the damages that would have resulted absent the Indemnified Party’s failure to notify extent) the Indemnifying Party in the time required above after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Partyis materially prejudiced thereby.

Notice and Control of Litigation. If any claim or liability is asserted in writing by a third party against a party entitled to indemnification under this Section 11 (the “Indemnified Party”) which would give rise to a claim under this Section 11, the Indemnified Party shall notify the person giving the indemnity (the “Indemnifying Party”) in writing of the same within fifteen five (155) days of receipt of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend a claim and control the defense, settlement, and prosecution of any litigationlitigation with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party, within ten five (105) days after receipt of such written notice of such claim, fails to agree to defend such claim, the Indemnified Party shall (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, 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 11.4 11.3 notwithstanding, (i) in the event if there is a reasonable probability that a proposed settlement requires claim may materially and adversely affect the Indemnified Party to admit any wrongdoing other than as a result of money damages or take or refrain from taking any actionother money payments, then the proposed settlement shall not be entered into unless it is reasonably acceptable to both the Indemnifying Party and the Indemnified PartyParty 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 agree to cooperate 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 indemnity with respect to the 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 after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Party.

Notice and Control of Litigation. If any claim or liability is asserted in writing by a third party against a party entitled to indemnification under this Section 11 Article IX (the “Indemnified Party”) which would give rise to a claim under this Section 11Article IX, the Indemnified Party shall notify the person giving the indemnity (the “Indemnifying Party”) in writing of the same within fifteen thirty (1530) days of receipt of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend a claim and control the defense, settlement, settlement and prosecution of any litigation. If the Indemnifying Party, within ten twenty (1020) days after receipt of such written notice of such claim, fails to agree to defend such claim, the Indemnified Party shall will (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, or final determination thereof. Anything in this Section 11.4 9.03 notwithstanding, (i) in the event if there is a reasonable probability that a proposed settlement requires claim may materially and adversely affect the Indemnified Party to admit any wrongdoing other than as a result of money damages or take or refrain from taking any actionother money payments, then the proposed settlement shall not be entered into unless it is reasonably acceptable to both the Indemnifying Party and the Indemnified PartyParty 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 party a release from all liability in respect of to 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 agree to cooperate 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 indemnity with respect Indemnifying Party shall be relieved of its obligations pursuant to this Article IX only to the subject matter of the required notice shall be limited to the damages that would have resulted absent the Indemnified Party’s extent such failure to notify the Indemnifying Party in the time required above after taking into account such actions as could have been taken by materially adversely affects 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 entitled to indemnification under this Section 11 (the “Indemnified Party”) which would give rise to a claim under this Section 11, the Indemnified Party shall notify the person Person giving the indemnity (the “Indemnifying Party”) in writing of the same within fifteen (15) days of receipt of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend a claim and control the defense, settlement, and prosecution of any litigation. The Indemnified Party shall have the right to select and retain separate co-counsel, at its sole cost and expense and participate in the defense of such claim or liability with counsel selected by it. If the Indemnifying Party, within ten (10) days after receipt of such written notice of such claim, fails to agree to defend such claim, the Indemnified Party shall (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, 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 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 agree to cooperate 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 indemnity with respect to the 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 after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Party.

Notice and Control of Litigation. If any claim or liability is asserted in writing by a third party against a party entitled to indemnification under this Section 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 giving the indemnity (the “Indemnifying Party”"INDEMNIFYING PARTY") in writing of the same within fifteen (15) 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 a claim and control the defense, settlement, and prosecution of any litigation. If the The Indemnifying Party, within Party shall have ten (10) days after receipt from the date of such written delivery of notice of such to notify the Indemnified Party (i) whether the Indemnifying Party disputes liability to the Indemnified Party hereunder with respect to the third party claim, and, if so, the basis for such a dispute, and (ii) if such party does not dispute liability, whether or not the Indemnifying Party desires, to defend against the third party claim. If the Indemnifying Party fails to agree to defend such claim, the Indemnified Party shall (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, 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 11.4 notwithstanding, (i) in the event if there is a reasonable probability that a proposed settlement requires claim may materially and adversely affect the Indemnified Party to admit any wrongdoing other than as a result of money damages or take or refrain from taking any actionother money payments, then the proposed settlement shall not be entered into unless it is reasonably acceptable to both the Indemnifying Party and the Indemnified PartyParty 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 agree to cooperate 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 indemnity with respect to the 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 after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Party.

Notice and Control of Litigation. If any claim or liability is asserted in writing by a third party against a party entitled to indemnification under this Section 11 (the “Indemnified Party”) which would give rise to a claim under this Section 11, the Indemnified Party shall notify the person giving the indemnity (the “Indemnifying Party”) in writing of the same within fifteen (15) days of receipt of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend a claim and control the defense, settlement, and prosecution of any litigation. If the Indemnifying Party, within ten (10) days after receipt of such written notice of such claim, fails to agree to defend such claim, the Indemnified Party shall (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, 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 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 agree to cooperate 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 indemnity with respect to the 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 after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Party.

Notice and Control of Litigation. (a) If any claim or liability is asserted in writing by a third party against a party Person entitled to indemnification under this Section 11 (the “"Indemnified Party”') which would give rise to a claim under this Section 11, the Indemnified Party shall notify the person Person giving the indemnity (the “"Indemnifying Party”") in writing of the same within fifteen (15) 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 a claim any such claim, select the counsel and control the defense, settlement, settlement and prosecution of any litigation. If the Indemnifying Party, within ten (10) days after receipt of such written notice of such claim, fails to agree to defend such claim, the Indemnified Party shall will (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 ; 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. 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 which consent shall not be entered into unless it is reasonably acceptable to both the Indemnifying Party and the unreasonably withheld. (b) 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 cooperate in 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 agree to cooperate fully as necessary in the defense of such matters. Should the Indemnified Party fail to notify reasonable respects with the Indemnifying Party in the time required aboveinvestigation, the indemnity with respect trial and defense of any lawsuit or action that may be subject to the subject matter of the required notice shall be limited to the damages this Section 11 and any appeal arising therefrom; provided however that would have resulted absent the Indemnified Party’s failure to notify the Indemnifying Party may, at its own cost, participate in the time required above after taking into account investigation, trial and defense of such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Partylawsuit or action any appeal arising therefrom. The parties shall cooperate with each other in any notifications to insurers.

Notice and Control of Litigation. If any claim or liability is asserted in writing by a third party against a party entitled to indemnification under this Section 11 (the “Indemnified Party”) which would give rise to a claim under this Section 11, the Indemnified Party shall notify the person Person giving the indemnity (the “Indemnifying Party”) in writing of the same within fifteen ten (1510) days of receipt of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend a claim and control the defense, settlement, and prosecution of any litigationlitigation with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party, within ten (10) days after receipt of such written notice of such claim, fails to agree to defend such claim, the Indemnified Party shall (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, 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 11.4 11.3 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 agree to cooperate 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 indemnity with respect to the 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 after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Party.

Notice and Control of Litigation. (a) If any claim or liability is asserted in writing by a third party against a party Person entitled to indemnification under this Section 11 Article 12 (the “Indemnified Party”) which would give rise to a claim under this Section 11Article 12, the Indemnified Party shall notify the person Person giving the indemnity (the “Indemnifying Party”) in writing of the same within fifteen ten (1510) 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 resulting from such delay. The Indemnifying Party shall have the right to defend a claim any such claim, select the counsel and control the defense, settlement, settlement and prosecution of any litigation. If the Indemnifying Party, within ten (10) business days after receipt of such written notice of such claim, fails to agree to defend such claim, the Indemnified Party shall will (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; provided, subject to 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. 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 which consent shall not be entered into unless it is reasonably acceptable to both the Indemnifying Party and the unreasonably withheld, conditioned or delayed. (b) 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 cooperate in 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 agree to cooperate fully as necessary in the defense of such matters. Should the Indemnified Party fail to notify reasonable respects with the Indemnifying Party in the time required aboveinvestigation, the indemnity with respect trial and defense of any lawsuit or action that may be subject to the subject matter of the required notice shall be limited to the damages this Article 12 and any appeal arising therefrom; provided, however, that would have resulted absent the Indemnified Party’s failure to notify the Indemnifying Party may, at its own cost, participate in the time required above after taking into account investigation, trial and defense of such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Partylawsuit or action and any appeal arising therefrom. The parties shall cooperate with each other in any notifications to insurers.

Notice and Control of Litigation. If any claim or liability is asserted in writing by a third party against a party entitled to indemnification under this Section 11 10 (the “Indemnified Party”) which would give rise to a claim under this Section 1110, the Indemnified Party shall notify the person giving required to give the indemnity (the “Indemnifying Party”) in writing of the same within fifteen five (155) 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 a claim and control the defense, settlement, and prosecution of any litigationlitigation with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party, within ten five (105) days Business Days after receipt of such written notice of such claim, fails to agree to defend assume the defence of such claim, the Indemnified Party shall (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, 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 11.4 10.3 notwithstanding, (i) in the event if there is a reasonable probability that a proposed settlement requires claim may materially and adversely affect the Indemnified Party to admit any wrongdoing other than as a result of money damages or take or refrain from taking any actionother money payments, then the proposed settlement shall not be entered into unless it is reasonably acceptable to both the Indemnifying Party and the Indemnified PartyParty 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 Lease s shall be limited to the extent of any requirement of any third-party insurer or indemnitor. All parties agree to cooperate 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 indemnity with respect to the 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 after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Party.

Notice and Control of Litigation. If any claim or liability is asserted in writing by a third party against a party entitled to indemnification under this Section 11 10 (the “Indemnified Party”) which would give rise to a claim under this Section 1110, the Indemnified Party shall notify the person giving required to give the indemnity (the “Indemnifying Party”) in writing of the same within fifteen five (155) 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 a claim and control the defense, settlement, and prosecution of any litigationlitigation with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party, within ten five (105) days Business Days after receipt of such written notice of such claim, fails to agree to defend assume the defense of such claim, the Indemnified Party shall (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, 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 11.4 10.3 notwithstanding, (i) in the event if there is a reasonable probability that a proposed settlement requires claim may materially and adversely affect the Indemnified Party to admit any wrongdoing other than as a result of money damages or take or refrain from taking any actionother money payments, then the proposed settlement shall not be entered into unless it is reasonably acceptable to both the Indemnifying Party and the Indemnified PartyParty shall have the right, at its own cost and expense, to participate in (but not control) the defense, 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 agree to cooperate 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 indemnity with respect to the 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 after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Party.

Notice and Control of Litigation. (a) If any claim or liability is asserted in writing by a third party against a party entitled to indemnification under this Section 11 (the “Buyer Indemnified Party”) Party which would give rise to a claim under this Section 11Article 13, the Buyer Indemnified Party shall notify the person giving the indemnity (the “Indemnifying Party”) Seller in writing of the same within fifteen ten (1510) 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 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 a claim any such claim, select the counsel and control the defense, settlement, settlement and prosecution of any litigation. If the Indemnifying PartySeller, within ten (10) business days after receipt of such written notice of such claim, fails to agree to defend such claim, the Buyer Indemnified Party shall will (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 Seller; provided, however, that such claim shall not be compromised or settled without the Indemnifying Partyconsent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. (b) The Buyer Indemnified Party shall cooperate in all reasonable respects with Seller in the investigation, trial and defense of any lawsuit or action that may be subject to this Article 13 and any appeal arising therefrom; provided, however, that the right of Buyer Indemnified Party may, at its own cost, participate in the Indemnifying Party to assume the investigation, trial and defense of such claim at lawsuit or action and any time prior to settlement, 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 claimappeal arising therefrom. The foregoing rights and agreements parties shall be limited cooperate with each other in any notifications to the extent of any requirement of any third-party insurer or indemnitor. All parties agree to cooperate 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 indemnity with respect to the 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 after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Partyinsurers.

Notice and Control of Litigation. If any claim or liability is asserted in writing by a third party against a party entitled to indemnification under this Section 11 11.5 (the “"Indemnified Party”") which would give rise to a claim under this Section 1111.5, the Indemnified Party shall notify the person giving the indemnity (the “"Indemnifying Party”") promptly in writing of the same (but in any event within fifteen (15) days of receipt receipt) of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend a claim and control the defense, settlement, and prosecution of any litigation. If the Indemnifying Party, within ten (10) days after receipt of such written notice of such claim, fails to agree to defend such claim, the Indemnified Party shall (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, 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 11.4 11.5 notwithstanding, (i) in the event if there is a reasonable probability that a proposed settlement requires claim may materially and adversely affect the Indemnified Party to admit any wrongdoing other than as a result of money damages or take or refrain from taking any actionother money payments, then the proposed settlement shall not be entered into unless it is reasonably acceptable to both the Indemnifying Party and the Indemnified PartyParty 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 agree to cooperate 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 indemnity with respect to the 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 after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Party.

Notice and Control of Litigation. 2.6.1 If any claim or liability is asserted in writing by a third party against a party Person entitled to indemnification under this Section 11 Indemnification Agreement (the “"Indemnified Party”') which that would give rise to a claim under this Section 11Indemnification Agreement, the Indemnified Party shall notify the person Person giving the indemnity (the “"Indemnifying Party”") in writing of the same within fifteen twenty (1520) 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 resulting from such delay. The Indemnifying Party shall have the right to defend a claim any such claim, select the counsel, and control the defense, settlement, and prosecution of any litigation. If the Indemnifying PartyParty fails, within ten (10) business days after receipt of such written notice of such claim, fails to agree to defend initiate the defense of such claim, the Indemnified Party shall will (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; provided, subject to 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. 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 which consent shall not be entered into unless it is reasonably acceptable to both the Indemnifying Party and the unreasonably withheld or delayed. 2.6.2 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 cooperate in 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 agree to cooperate fully as necessary in the defense of such matters. Should the Indemnified Party fail to notify reasonable respects with the Indemnifying Party in the time required aboveinvestigation, the indemnity with respect trial and defense of any lawsuit or action that may be subject to the subject matter of the required notice shall be limited to the damages this Indemnification Agreement and any appeal arising therefrom; provided, however, that would have resulted absent the Indemnified Party’s failure to notify the Indemnifying Party may, at its own cost, participate in the time required above after taking into account investigation, trial and defense of such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Partylawsuit or action any appeal arising therefrom. The parties shall cooperate with each other in any notifications to insurers.

Notice and Control of Litigation. (a) If any claim or liability is asserted in writing by a third party against a party Person entitled to indemnification under this Section 11 Article 13 (the “Indemnified Party”) which would give rise to a claim under this Section 11Article 13, the Indemnified Party shall notify the person Person giving the indemnity (the “Indemnifying Party”) in writing of the same within fifteen ten (1510) 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 resulting from such delay. The Indemnifying Party shall have the right to defend a claim any such claim, select the counsel and control the defense, settlement, settlement and prosecution of any litigation. If the Indemnifying Party, within ten (10) business days after receipt of such written notice of such claim, fails to agree to defend such claim, the Indemnified Party shall will (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; provided, subject to 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. 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 which consent shall not be entered into unless it is reasonably acceptable to both the Indemnifying Party and the unreasonably withheld, conditioned or delayed. (b) 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 cooperate in 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 agree to cooperate fully as necessary in the defense of such matters. Should the Indemnified Party fail to notify reasonable respects with the Indemnifying Party in the time required aboveinvestigation, the indemnity with respect trial and defense of any lawsuit or action that may be subject to the subject matter of the required notice shall be limited to the damages this Article 13 and any appeal arising therefrom; provided, however, that would have resulted absent the Indemnified Party’s failure to notify the Indemnifying Party may, at its own cost, participate in the time required above after taking into account investigation, trial and defense of such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Partylawsuit or action and any appeal arising therefrom. The parties shall cooperate with each other in any notifications to insurers.

Notice and Control of Litigation. If any claim or liability is asserted in writing by a third party against a party entitled to indemnification under this Section 11 (the “Indemnified Party”) which would give rise to a claim under this Section 11, the Indemnified Party shall notify the person Person giving the indemnity (the “Indemnifying Party”) in writing of the same within fifteen ten (1510) days of receipt of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend a assume the defense of any such claim and control the such defense, settlement, and prosecution of any litigationlitigation with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party, within ten (10) days after receipt of such written notice of such claim, fails to agree in writing to defend such claimclaim and actually assume the defense thereof, the Indemnified Party shall (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, 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 11.4 11.3 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 (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 agree to cooperate 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 indemnity with respect to the 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 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.

Notice and Control of Litigation. If any claim or liability is asserted in writing by a third party against a party entitled to indemnification under this Section 11 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 giving the indemnity other party (the “Indemnifying Party”) in writing of the same within fifteen thirty (1530) days of receipt of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend a claim and control the defense, settlement, and prosecution of any litigation. If the Indemnifying Party, within ten (10) days after receipt of such written notice of such claim, fails to agree to defend such claim, the Indemnified Party shall (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, 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 11.4 15.5 notwithstanding, (i) in the event if there is a reasonable probability that a proposed settlement requires claim may materially and adversely affect the Indemnified Party to admit any wrongdoing other than as a result of money damages or take or refrain from taking any actionother money payments, then the proposed settlement shall not be entered into unless it is reasonably acceptable to both the Indemnifying Party and the Indemnified PartyParty 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 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. The foregoing rights and agreements parties shall be limited to the extent of any requirement of any third-party insurer or indemnitor. All parties agree to cooperate as 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 indemnity with respect to the 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 after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Party.

Notice and Control of Litigation. If any claim or liability is asserted in writing by a third party against a party entitled to indemnification under this Section 11 9.3 (the “Indemnified Party”) which would give rise to a claim under this Section 119.3, the Indemnified Party shall notify the person giving the indemnity (the “Indemnifying Party”) in writing of the same within fifteen (15) days of receipt of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend a claim and control the defense, settlement, and prosecution of any litigation. If the Indemnifying Party, within ten (10) days after receipt of such written notice of such claim, fails to agree to defend such claim, the Indemnified Party shall (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, 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 11.4 9.3 notwithstanding, (i) in the event if there is a reasonable probability that a proposed settlement requires claim may materially and adversely affect the Indemnified Party to admit any wrongdoing other than as a result of money damages or take or refrain from taking any actionother money payments, then the proposed settlement shall not be entered into unless it is reasonably acceptable to both the Indemnifying Party and the Indemnified PartyParty 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 agree to cooperate 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 indemnity with respect to the 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 after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Party.

Notice and Control of Litigation. If any claim or liability is asserted in writing by a third party against a party entitled to indemnification under this Section 11 (the “"Indemnified Party”") which would give rise to a claim under this Section 11, the Indemnified Party shall notify the person giving the indemnity (the “"Indemnifying Party”") in writing of the same within fifteen (15) 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 a claim and control the defense, settlement, and prosecution of any litigation. If the Indemnifying Party, within ten (10) days after receipt of such written notice of such claim, fails to agree to defend such claim, the Indemnified Party shall (upon further written 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, 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 11.4 11.5 notwithstanding, (i) in the event if there is a reasonable probability that a proposed settlement requires claim may materially and adversely affect the Indemnified Party to admit any wrongdoing other than as a 60 result of money damages or take or refrain from taking any actionother money payments, then the proposed settlement shall not be entered into unless it is reasonably acceptable to both the Indemnifying Party and the Indemnified PartyParty 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 agree to cooperate 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 indemnity with respect to the 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 after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Party.

Notice and Control of Litigation. If any claim or liability is asserted in writing by a third party against a party entitled to indemnification under this Section 11 10 (the “Indemnified Party”) which would give rise to a claim under this Section 1110, the Indemnified Party shall notify the person giving required to give the indemnity (the “Indemnifying Party”) in writing of the same within fifteen five (155) 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 a claim and control the defense, settlement, and prosecution of any litigationlitigation with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party, within ten five (105) days Business Days after receipt of such written notice of such claim, fails to agree to defend assume the defence of such claim, the Indemnified Party shall (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, 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 11.4 10.3 notwithstanding, (i) in the event if there is a reasonable probability that a proposed settlement requires claim may materially and adversely affect the Indemnified Party to admit any wrongdoing other than as a result of money damages or take or refrain from taking any actionother money payments, then the proposed settlement shall not be entered into unless it is reasonably acceptable to both the Indemnifying Party and the Indemnified PartyParty 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 agree to cooperate 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 indemnity with respect to the 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 after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Party.

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 by a third party against a party entitled to indemnification under this Section 11 (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 giving the indemnity (the “Indemnifying Party”) Party in writing of the same within fifteen (15) 30 days of after receipt of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend a claim and control the defense, settlement, and prosecution of any litigation. If the Indemnifying Party, within ten (10) days after receipt of such written notice of such claim, fails to agree to defend such claim, the Indemnified Party shall (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, 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 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 agree to cooperate 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 Indemnifying Party shall be relieved of its obligations pursuant to this Article to the extent 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 subject matter of the required notice shall be limited to the damages that would have resulted absent the Indemnified Party’s failure claim or fails to notify the Indemnifying Indemnified Party in the time required above after taking into account such actions as could have been taken by that the Indemnifying Party had it received timely notice from 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 entitled to indemnification under this Section 11 Article VIII (the “"Indemnified Party”") which would give rise to a claim under this Section 11Article VIII, the Indemnified Party shall notify the person person(s) giving the indemnity (collectively, if more than one, the “"Indemnifying Party”") in writing of the same within fifteen (15) 15 days of receipt of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend a claim and control the defense, settlement, settlement and prosecution of any litigation; provided that the Indemnifying Party expressly agrees in a manner reasonably acceptable to the Indemnified Party to be solely obligated to satisfy and discharge the Third Party Claim unless the interests of the Indemnified Party and the Indemnifying Party are or are likely to be adverse, in which case the Indemnified Party shall have the right to hire its own counsel and undertake the defense and the cost thereof shall be part of the claim for which the Indemnified Party shall be indemnified. If the Indemnifying Party, within ten (10) days after receipt of such written notice of such claim, fails to agree to defend such claim, the Indemnified Party shall will (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, or final determination thereof. Anything in this Section 11.4 8.3 notwithstanding, (i) in the event if there is a reasonable probability that a proposed settlement requires claim may adversely affect the Indemnified Party to admit any wrongdoing (because money damages or take or refrain from taking any action, then the proposed settlement shall other money payments may not be entered into unless it is reasonably acceptable an adequate remedy or because money damages or payments may be substantial or are not likely to both be collectible from the Indemnifying Party and Party), the Indemnified PartyParty 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 necessary in the defense of such matters. Should the Indemnified Party fail to notify the Indemnifying Party in the time required above, the indemnity with respect to the 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 after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Party.

Notice and Control of Litigation. If any claim or liability is asserted in writing by a third party against a party entitled to indemnification under this Section 11 (the “Indemnified Party”) which that would give rise to a claim under this Section 11, the Indemnified Party shall notify the person giving the indemnity (the “Indemnifying Party”) in writing of the same within fifteen (15) days of receipt of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend a claim and control the defense, settlement, and prosecution of any litigation. If the Indemnifying Party, within ten (10) days after receipt of such written notice of such claim, fails to agree to defend such claim, the Indemnified Party shall (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, 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 11.4 11.5 notwithstanding, (i) in the event if there is a reasonable probability that a proposed settlement requires claim may materially and adversely affect the Indemnified Party to admit any wrongdoing other than as a result of money damages or take or refrain from taking any actionother money payments, then the proposed settlement shall not be entered into unless it is reasonably acceptable to both the Indemnifying Party and the Indemnified PartyParty 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 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. The foregoing rights and agreements shall be limited to the extent of any requirement of any third-party insurer or indemnitor. All parties agree to cooperate as 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 indemnity with respect to the 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 after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified 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 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 giving providing the indemnity (the “Indemnifying Party”"INDEMNIFYING PARTY") in writing of the same within fifteen (15) days of receipt of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend a claim and control the defense, settlement, settlement and prosecution of any litigation. If the Indemnifying Party, within ten fifteen (1015) days after receipt of such written notice of such claim, fails to agree to defend such claim, the Indemnified Party shall will (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 Article 5 notwithstanding, (i) in the event if there is a reasonable probability that a proposed settlement requires claim may materially and adversely affect the Indemnified Party to admit any wrongdoing other than as a result of money damages or take or refrain from taking any actionother money payments, then the proposed settlement shall not be entered into unless it is reasonably acceptable to both the Indemnifying Party and the Indemnified PartyParty shall have the right, at its own cost and expense, to defend, compromise and settle such claim, and (iiII) 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 to 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 agree to cooperate 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 this indemnity shall terminate and be of no further force and effect with respect to the subject matter of the required notice shall be limited to in the damages event that would have resulted absent the Indemnified Party’s 's failure to notify the Indemnifying Party in the time required above after taking into account such actions as could have been taken by materially adversely affects 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 entitled to indemnification under this Section 11 ARTICLE 10 (the “"Indemnified Party”") which would give rise to a claim under this Section 11ARTICLE 10, the Indemnified Party shall notify the person giving providing the indemnity (the “"Indemnifying Party”") in writing of the same within fifteen (15) days of receipt of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend a claim and control the defense, settlement, settlement and prosecution of any litigation. If the Indemnifying Party, within ten (10) days after receipt of such written notice of such claim, fails to agree to defend such claim, the Indemnified Party shall will (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 10.5 notwithstanding, (i) in the event if there is a reasonable probability that a proposed settlement requires claim may materially and adversely affect the Indemnified Party to admit any wrongdoing other than as a result of money damages or take or refrain from taking any actionother money payments, then the proposed settlement shall not be entered into unless it is reasonably acceptable to both the Indemnifying Party and the Indemnified PartyParty 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, 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 to 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 agree to cooperate 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 this indemnity shall terminate and be of no further force and effect with respect to the subject matter of the required notice shall be limited to in the damages event that would have resulted absent the Indemnified Party’s 's failure to notify the Indemnifying Party in the time required above after taking into account such actions as could have been taken by materially adversely affects 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 entitled to indemnification under this Section 11 7 (the “"Indemnified Party”") which would give rise to a claim under this Section 117, the Indemnified Party shall notify the person giving providing the indemnity (the “"Indemnifying Party”") in writing of the same within fifteen (15) days of receipt of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend a claim and control the defense, settlement, settlement and prosecution of any litigation. If the Indemnifying Party, within ten (10) days after receipt of such written notice of such claim, fails to agree give the Indemnified Party notice that the Indemnifying Party intends to defend such claim, the Indemnified Party shall will (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 7(c) notwithstanding, (i) in the event if there is a reasonable probability that a proposed settlement requires claim may materially and adversely affect the Indemnified Party to admit any wrongdoing other than as a result of money damages or take or refrain from taking any actionother money payments, then the proposed settlement shall not be entered into unless it is reasonably acceptable to both the Indemnifying Party and the Indemnified PartyParty 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 PartyParty (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 of a release from all liability in respect of to 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 agree to cooperate 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 this indemnity shall terminate and be of no further force and effect with respect to the subject matter of the required notice shall be limited to in the damages event that would have resulted absent the Indemnified Party’s 's failure to notify the Indemnifying Party in the time required above after taking into account such actions as could have been taken by materially adversely affects 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 orally or in writing by a third party against a party entitled to indemnification under this Section 11 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 giving the indemnity (the “"Indemnifying Party”") in writing of the same within fifteen ten (1510) 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 a claim and control the defense, settlement, settlement and prosecution of any litigation. If the Indemnifying Party, within ten fifteen (1015) business days after receipt of such written notice of such claim, fails to agree to defend undertake the defense of any such claim, the Indemnified Party shall will (upon further notice to the Indemnifying Party) have the right right, subject to the provisions hereof, 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, or final determination thereof. Anything in this Section 11.4 13.4 notwithstanding, (i) in the event if there is a reasonable likelihood that a proposed settlement requires such claim will materially and adversely affect the Indemnified Party to admit any wrongdoing other than as a result of money damages or take or refrain from taking any actionother money payments, then the proposed settlement shall not be entered into unless it is reasonably acceptable to both the Indemnifying Party and the Indemnified PartyParty 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 to 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 agree to cooperate fully as 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 this indemnity shall terminate and be of no further force and effect with respect to the subject matter of the required notice shall be limited to in the damages event that would have resulted absent the Indemnified Party’s 's failure to notify the Indemnifying Party in the time required above materially adversely affects the Indemnifying Party'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: (a) To the extent the Indemnified Party is entitled to defend any claim or liability hereunder, the Indemnified Party shall pursue diligently and in good faith the defense of such claim or liability. (b) Each Indemnified Party shall supply the Indemnifying Party with such information as the Indemnifying Party shall reasonably request to defend or participate in any proceeding permitted by this Article XIII. (c) No Indemnified Party shall enter into a settlement or other compromise or consent to a judgment with respect to any claim or liability without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed, unless such Indemnified Party waives its rights with respect to such claims or liability under this Article XIII; provided that the payment of an amount to which a claim or liability relates when legally compelled to do so by a government entity of competent jurisdiction after taking which a request for a refund of such amount is diligently pursued by appropriate procedures in accordance with the terms of this Article XIII will not be considered a settlement, compromise or consent to judgment requiring the Indemnifying Party's prior consent or resulting in a waiver of such Indemnified Party's rights of indemnification with respect to such amount. Except as otherwise provided in the immediately preceding sentence, the entering into account any such actions settlement or compromise or consent without the Indemnifying Party's prior written consent shall constitute a waiver by such Indemnified Party of all of its rights of indemnification hereunder in respect of such matter. (d) In the event the Indemnifying Party shall be obligated to indemnify any Indemnified Party pursuant to this Article XIII, the Indemnifying Party shall be subrogated (without warranty by the Indemnified Party) to the rights of such Indemnified Party in respect of the matter as could to which the indemnity was paid and may pursue the same at the Indemnifying Party's expense. If any Indemnified Party shall obtain a recovery of all or any part of any amount which the Indemnifying Party shall have been taken paid to such Indemnified Party or for which the Indemnifying Party shall have reimbursed such Indemnified Party pursuant to this Article XIII, such Indemnified Party shall promptly pay or cause to be paid to the Indemnifying Party an amount equal to such recovery together with any interest (other than interest for the period, if any, after such claims or liabilities were paid by such Indemnified Party until such claims or liabilities were paid or reimbursed by the Indemnifying Party) received by such Indemnified Party had it received timely on account of such payment or reimbursement. In the event the Seller is the Indemnifying Party, the following provisions shall apply to all claims for indemnity under this Article XIII. (1) When any notice from is required to be given by the Indemnified Party to the Indemnifying Party, the Indemnified Party shall also give such notice to SAFECARE. (2) When the Indemnified Party is required to obtain the consent of the Indemnifying Party pursuant to any provision of this Article XIII, the Indemnified Party shall also obtain the consent of SAFECARE. (3) The Buyer agrees that SAFECARE shall be entitled to control the defense of, settlement and prosecution of any litigation which is the subject of any claim for indemnity hereunder.

Notice and Control of Litigation. If any claim or liability is asserted in writing by a third party against a party entitled to indemnification under this Section 11 (the “Indemnified Party”) which would give rise to a claim under this Section 11, the Indemnified Party shall notify the person giving required to give the indemnity (the “Indemnifying Party”) in writing of the same within fifteen five (155) 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 a claim and control the defense, settlement, and prosecution of any litigationlitigation with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party, within ten five (105) days Business Days after receipt of such written notice of such claim, fails to agree to defend assume the defense of such claim, the Indemnified Party shall (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, 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 11.4 11.3 notwithstanding, (i) in the event if there is a reasonable probability that a proposed settlement requires claim may materially and adversely affect the Indemnified Party to admit any wrongdoing other than as a result of money damages or take or refrain from taking any actionother money payments, then the proposed settlement shall not be entered into unless it is reasonably acceptable to both the Indemnifying Party and the Indemnified PartyParty 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 agree to cooperate 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 indemnity with respect to the 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 after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Party.

Notice and Control of Litigation. If any claim or liability is asserted in writing by a third party against a party 12.3.1 A Person entitled to indemnification under this Section 11 Article XII (the an “Indemnified Party”) which would shall give rise prompt written notification to a claim under this Section 11, the Indemnified Party shall notify the person giving the indemnity Person from whom indemnification is sought (the “Indemnifying Party”) in writing of the same within fifteen commencement of any Action, suit or proceeding relating to a Third Party claim for which indemnification may be sought or, if earlier, upon the assertion of any such claim by a Third Party (15) days it being understood and agreed, however, that the failure by an Indemnified Party to give notice of receipt a Third Party claim as provided in this Section 12.3.1 shall not relieve the Indemnifying Party of its indemnification obligation under this Agreement except and only to the extent that such Indemnifying Party is actually prejudiced as a result of such written assertion failure to give notice). 12.3.2 Within [**] days after delivery of a claim or liability. The such notification, the Indemnifying Party shall have may, upon written notice thereof to the right Indemnified Party, assume control of the defense of such Action, suit, proceeding or claim with counsel reasonably satisfactory to defend a claim and control the defense, settlement, and prosecution of any litigationIndemnified Party. If the Indemnifying Party, within ten (10) days after receipt Party does not assume control of such written notice of such claim, fails to agree to defend such claimdefense, the Indemnified Party shall (upon further notice to the Indemnifying Party) have the right to undertake the control such defense, compromise, or settlement of . 12.3.3 The Party not controlling such claim on behalf of and for the account and defense may participate therein at the risk of the Indemnifying Party, subject to the right of its own expense; provided that if the Indemnifying Party to assume the defense assumes control of such claim at any time prior to settlement, compromise, or final determination thereof. Anything in this Section 11.4 notwithstanding, (i) in the event that a proposed settlement requires defense and the Indemnified Party to admit any wrongdoing or take or refrain reasonably concludes, based on advice from taking any actioncounsel, then the proposed settlement shall not be entered into unless it is reasonably acceptable to both that the Indemnifying Party and the Indemnified PartyParty have conflicting interests with respect to such Action, and (ii) suit, proceeding or claim, the Indemnifying Party shall notbe responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith; provided further, however, that in no event shall the Indemnifying Party be responsible for the fees and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties. 12.3.4 The Party controlling such defense shall keep the other Party advised of the status of such Action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other Party with respect thereto. 12.3.5 The Indemnified Party shall not agree to any settlement of such Action, suit, proceeding or claim without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld. The Indemnifying Party shall not agree to any settlement of such Action, suit, proceeding or claim or consent to any judgment in respect thereof that does not include a complete and unconditional release of the Indemnified Party from all liability with respect thereto or that imposes any liability or obligation on the Indemnified Party without the prior 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 agree to cooperate 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 indemnity with respect to the 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 after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Party.

Notice and Control of Litigation. If any claim or liability is asserted in writing by a third party against a party entitled to indemnification under this Section 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 giving the indemnity (the “Indemnifying Party”"INDEMNIFYING PARTY") in writing of the same within fifteen thirty (1530) 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 a claim and control the defense, settlement, and prosecution of any litigation. The Indemnifying Party shall have thirty (30) days from the date of delivery of notice to notify the Indemnified Party of whether the Indemnifying Party 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 or disposition shall result in any liability to, or equitable relief against, the Indemnified Party, within ten which consent shall not be unreasonably withheld; and (10ii) days after receipt the Indemnified Party shall have the right to participate jointly in the defense of such written notice of such claimclaim or demand, but shall do so at its own cost. If the Indemnifying Party fails to agree to defend such claim, the Indemnified Party shall (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, 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 11.4 notwithstanding, (i) in thereof and subject further to the event requirement 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 consent of the Indemnifying Party and to any compromise or settlement of such claim or demand shall be required, which consent shall be given or withheld in the Indemnified Party, and (ii) sole discretion of 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 agree to cooperate fully as 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 indemnity with respect Sellers and Buyers will treat any indemnification payment made or received under this Agreement as an adjustment to the 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 after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified PartyPurchase Price.

Notice and Control of Litigation. (a) If any claim or liability is asserted in writing by a third party against a party in respect of which such party would be entitled to indemnification under this Section 11 Article 10 (the “"Indemnified Party”) which would give rise to a claim under this Section 11"), the Indemnified Party shall notify the person giving the indemnity (the “"Indemnifying Party”") in writing of the same within fifteen as soon as practicable but in no event later than twenty (1520) 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 a claim and control the defense, settlement, settlement and prosecution of any litigationlitigation provided such party shall unconditionally acknowledge in writing to the Indemnified Party that it is obligated to indemnify the Indemnified Party fully therefor. If the Indemnifying Party, within ten fifteen (1015) business days after receipt of such written notice of such claim, fails to agree to defend undertake the defense of any such claim, the Indemnified Party shall 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 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, or final determination thereofclaim. Anything to the contrary contained in this Section 11.4 10.3 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 to 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 agree to use reasonable efforts to cooperate fully as 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 the Indemnifying Party in the time required above, the be derived herefrom. This indemnity shall terminate and be of no further force and effect with respect to the subject any matter of the required notice shall be limited if and to the damages that would have resulted absent extent, but only to the extent, the Indemnified Party’s 's failure to notify the Indemnifying Party in the time required above materially adversely affects the Indemnifying Party's ability to defend such matter. (b) No party shall enter into a settlement or other compromise or consent to a judgment with respect to any claim or liability without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed; provided that the payment of an amount to which a claim or liability relates when legally compelled to do so by a government entity of competent jurisdiction after taking into account which a request for a refund of such actions amount is pursued in good faith by appropriate procedures in accordance with the terms of this Article 10 will not be considered a settlement, compromise or consent to judgment requiring the Indemnifying Party's prior consent. (c) In the event the Indemnifying Party shall have paid any indemnity to any Indemnified Party pursuant to this Article 10, the Indemnifying Party shall be subrogated (but without warranty and on a subordinated basis to any unindemnified claims of the Indemnified Party with respect to the matter as could to which the indemnity was paid) by the Indemnified Party) to the rights of such Indemnified Party in respect of the matter as to which the indemnity was paid and may pursue the same at the Indemnifying Party's expense. If any Indemnified Party shall obtain a recovery of all or any party of any amount which the Indemnifying Party shall have been taken paid to such Indemnified Party pursuant to this Article 10, such Indemnified Party shall promptly pay or cause to be paid to the Indemnifying Party an amount of such recovery, not exceeding the amount paid by the Indemnifying Party had it received timely notice from to the Indemnified PartyParty in respect to such claims or liabilities.

Notice and Control of Litigation. If any claim or liability is asserted in writing by a third party ("Third Party Claim") against a party entitled to indemnification under this Section 11 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 person(s) giving the indemnity (collectively, if more than one, the “"Indemnifying Party”) in writing of the same within fifteen (15) days of receipt of such written assertion of a claim or liability"). The Indemnifying Party shall have the right to defend a claim and control the defense, settlement, settlement and prosecution of any litigation; provided that the Indemnifying Party expressly agrees in a manner reasonably acceptable to the Indemnified Party 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 are or are likely to be adverse, in which case the Indemnified Party shall have the right to hire its own counsel and undertake the defense and the cost thereof shall be part of the claim for which the Indemnified Party shall be indemnified. If the Indemnifying Party, within ten (10) days after receipt of such written notice of such claim, Party fails to agree to defend such claimclaim within a reasonable period of time but no more than thirty (30) days, the Indemnified Party shall will (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, 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 thereoflimitations in Section 8.5 below. Anything in this Section 11.4 8.3 notwithstanding, (i) in the event if there is a reasonable probability that a proposed settlement requires claim may materially and adversely affect the Indemnified Party to admit any wrongdoing (because money damages or take or refrain from taking any action, then the proposed settlement shall other money payments would not be entered into unless it is reasonably acceptable 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 both be collectible from the Indemnifying Party and Party), the Indemnified PartyParty 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 necessary in the defense of such matters. Should the Indemnified Party fail to notify the Indemnifying Party in the time required above, the indemnity with respect to the 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 after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Party. If the Indemnifying Party is a Seller, then the Indemnified Party shall send notices under this Section 8.3 or Section 8.4 to both the Seller and the Sellers' Committee of the LLC to which the claim or liability relates, and such Sellers' 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 (a) In order for any claim Buyer Indemnified Parties or liability is asserted in writing by a third party against a party entitled to indemnification under this Section 11 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 giving appropriate Parent Indemnifying Parties or Buyer Indemnifying Parties (each, as the indemnity (the case may be, an “Indemnifying Party”) in writing of the same within fifteen (15) 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 a claim assume the defense of any such claim, select the counsel and control the defense, settlement, settlement and prosecution of any litigation; provided, however, that such counsel is not reasonably objected to by the Indemnified Party. If the Indemnifying Party, within ten forty-five (1045) days Business Days after receipt of such written receiving notice of such claim, fails to agree to defend assume the defense of such claim, the Indemnified Party shall will (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 claim. The Indemnifying Party shall be liable for the account fees and at expenses of counsel employed by the risk of the Indemnifying Party, subject to the right of Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party shall have failed to give notice of the claim as provided above). Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any such claim at any time prior to settlement, compromise, or final determination thereof. Anything in this Section 11.4 notwithstanding, (i) in and shall be liable for the event that a proposed settlement requires fees and expenses of counsel incurred by the Indemnified Party to admit any wrongdoing in defending such claim) if the claim seeks an order, injunction or take other equitable relief or refrain from taking any actionrelief for other than money damages against the Indemnified Party that the Indemnified Party reasonably determines, then the proposed settlement shall after conferring with its outside counsel, cannot be entered into unless it is reasonably acceptable to both the Indemnifying Party and the Indemnified Partyseparated 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, and (ii) the Indemnifying Party shall notbe entitled to 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 written consent of the Indemnifying Party unless such Indemnifying 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. (b) In the event that any Indemnified Party should have a claim against any Indemnifying Party under this Article IX that does not involve a claim made by any third party being asserted against or sought to be collected from such 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 shall promptly notify the Indemnifying Party in writing of a release from all liability the same stating in respect reasonable detail the nature, basis and amount thereof, to the extent known, along with copies of 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 claim. The foregoing rights and agreements shall be limited failure, in each case, other than to the extent of any requirement of actual and material prejudice to the Indemnifying Party resulting from such delay (except that the Indemnifying Party shall not be liable for any third-party insurer or indemnitor. All parties agree to cooperate fully as necessary expenses incurred during the period in the defense of such matters. Should which the Indemnified Party fail failed to notify give such notice). If the Indemnifying Party does not notify the Indemnified Party within thirty (30) calendar days following its receipt of such notice that the Indemnifying Party disputes its liability to the Indemnified Party under this Article IX, such claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party under this Article IX, as the case may be, and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand or, in the time required abovecase of any notice in which the amount of the claim (or any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. (c) With respect to any claim for indemnification by a Buyer Indemnified Party pursuant to Section 9.2(a)(iv)(A) hereof (each, a “Formerly Owned Properties Claim”), the indemnity following additional procedures will apply: (i) Parent shall have the right to attend any meeting between such Buyer Indemnified Party and the Person pursuing the underlying Proceeding or claim upon which the Formerly Owned Properties Claim arises or any Governmental Agency regarding such Proceeding or claim; (ii) Parent shall have the right to review all plans, reports or memoranda submitted to, and correspondence with, the Person pursuing the underlying Proceeding or claim upon which the Formerly Owned Properties Claim or any Governmental Agency regarding such Proceeding or claim, and any litigation documents regarding such Proceeding, claim or related matter; and (iii) Parent and such Buyer Indemnified Party shall confer as to all significant decisions with respect to the subject investigation, litigation, settlement or other resolution of such claim or related matter of the required notice and such Buyer Indemnified Party 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 after taking consider and take into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Partyreasonable suggestions and proposals of Parent.

Notice and Control of Litigation. If (a) In order for any claim Buyer Indemnified Parties or liability is asserted in writing by a third party against a party entitled to indemnification under this Section 11 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 giving appropriate Parent Indemnifying Parties or Buyer Indemnifying Parties (each, as the indemnity (the case may be, an “Indemnifying Party”) in writing of the same within fifteen (15) 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 a claim assume the defense of any such claim, select the counsel and control the defense, settlement, settlement and prosecution of any litigation; provided, however, that such counsel is not reasonably objected to by the Indemnified Party. If the Indemnifying Party, within ten forty-five (1045) days Business Days after receipt of such written receiving notice of such claim, fails to agree to defend assume the defense of such claim, the Indemnified Party shall will (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 claim. The Indemnifying Party shall be liable for the account fees and at expenses of counsel employed by the risk of the Indemnifying Party, subject to the right of Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof (other than during any period in which the Indemnified Party shall have failed to give notice of the claim as provided above). Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume the defense of any such claim at any time prior to settlement, compromise, or final determination thereof. Anything in this Section 11.4 notwithstanding, (i) in and shall be liable for the event that a proposed settlement requires fees and expenses of counsel incurred by the Indemnified Party to admit any wrongdoing in defending such claim) if the claim seeks an order, injunction or take other equitable relief or refrain from taking any actionrelief for other than money damages against the Indemnified Party that the Indemnified Party reasonably determines, then the proposed settlement shall after conferring with its outside counsel, cannot be entered into unless it is reasonably acceptable to both the Indemnifying Party and the Indemnified Partyseparated 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, and (ii) the Indemnifying Party shall notbe entitled to 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 written consent of the Indemnifying Party unless such Indemnifying 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. (b) In the event that any Indemnified Party should have a claim against any Indemnifying Party under this Article IX that does not involve a claim made by any third party being asserted against or sought to be collected from such 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 shall promptly notify the Indemnifying Party in writing of a release from all liability the same stating in respect reasonable detail the nature, basis and amount thereof, to the extent known, along with copies of 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 claim. The foregoing rights and agreements shall be limited failure, in each case, other than to the extent of any requirement 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). If the Indemnifying Party does not notify the Indemnified Party within thirty (30) calendar days following its receipt of such notice that the Indemnifying Party disputes its liability to the Indemnified Party under this Article IX, such claim specified by the Indemnified Party in such notice shall be conclusively deemed a liability of the Indemnifying Party under this Article IX, as the case may be, and the Indemnifying Party shall pay the amount of such liability to the Indemnified Party on demand or, in the case of any third-party insurer notice in which the amount of the claim (or indemnitor. All parties agree any portion thereof) is estimated, on such later date when the amount of such claim (or such portion thereof) becomes finally determined. (c) The Indemnified Party shall cooperate in all material respects with the Indemnifying Party during the investigation, trial and defense of any lawsuit or action that may be subject to cooperate fully as necessary this Article IX and any appeal arising therefrom; provided, however, that the Indemnified Party may, at its own cost, participate in the investigation, trial and defense of such matterslawsuit or action or any appeal arising therefrom. Should The parties shall use commercially reasonable efforts to minimize Losses from third party claims and will act in good faith in responding to, defending against, settling or otherwise dealing with such claims; provided, however, that the failure to use such commercially reasonable efforts shall not affect the relevant Indemnifying Party’s obligation to indemnify the Indemnified Party fail to notify except that the Indemnifying Party in shall not be liable for the time required above, the indemnity with respect to the subject matter portion of the required notice shall be limited to Loss that could have been avoided through the damages that would have resulted absent the relevant Indemnified Party’s failure use of commercially reasonable efforts to notify minimize the Indemnifying Party Loss. The parties will also cooperate in the time required above after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Partyany defense and give each other reasonable access to all information relevant thereto.

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 by a third party against a party entitled to indemnification under this Section 11 (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 giving the indemnity (the “Indemnifying Party”) Party in writing of the same within fifteen (15) 30 days of after receipt of such written assertion of a claim or liability. The Should the Indemnified Party fail to notify the Indemnifying Party in the time required above, the Indemnifying Party shall have be relieved of its obligations pursuant to this Article to the right extent such failure to notify in the time required above materially adversely affects the Indemnifying Party’s ability to defend a 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, settlement and prosecution of any litigation. If the Indemnifying Party, within ten (10) 30 days after receipt of such written 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 agree to defend such diligently prosecute or settle the claim, the Indemnified Party shall (upon further notice to the Indemnifying Party) will have the right (but not the obligation) to undertake the defense, compromise, compromise or settlement of such claim on behalf of and for the account and at the cost 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 11.4 notwithstanding, (i) in the event if there is a reasonable probability that a proposed settlement requires claim may materially and adversely affect the Indemnified Party to admit any wrongdoing other than as a result of money damages or take or refrain from taking any actionother money payments, then the proposed settlement shall not be entered into unless it is reasonably acceptable to both the Indemnifying Party and the Indemnified PartyParty 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 of a release from all liability in respect of to such claim. The foregoing rights , and agreements (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 be limited have the right to defend the extent claim on its own behalf and to employ counsel at the expense of any requirement of any third-party insurer or indemnitorthe Indemnifying Party. All parties Parties agree to cooperate 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 indemnity with respect to the subject matter of the required notice shall be limited to the damages that would have resulted absent the Indemnified matters (including making any counterclaim or cross-claim against any Person other than another Party’s failure to notify the Indemnifying Party in the time required above after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Party).

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 by a third party against a party entitled to indemnification under this Section 11 (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 giving the indemnity (the “Indemnifying Party”) Party in writing of the same within fifteen (15) 30 days of after receipt of such written assertion of a claim or liability. The Should the Indemnified Party fail to notify the Indemnifying Party in the time required above, the Indemnifying Party shall have be relieved of its obligations pursuant to this Article to the right extent such failure to notify in the time required above materially adversely affects the Indemnifying Party's ability to defend a 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, settlement and prosecution of any litigation. If the Indemnifying Party, within ten (10) 30 days after receipt of such written 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 agree to defend such diligently prosecute or settle the claim, the Indemnified Party shall (upon further notice to the Indemnifying Party) will have the right (but not the obligation) to undertake the defense, compromise, compromise or settlement of such claim on behalf of and for the account and at the cost 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 11.4 notwithstanding, (i) in the event if there is a reasonable probability that a proposed settlement requires claim may materially and adversely affect the Indemnified Party to admit any wrongdoing other than as a result of money damages or take or refrain from taking any actionother money payments, then the proposed settlement shall not be entered into unless it is reasonably acceptable to both the Indemnifying Party and the Indemnified PartyParty 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 of a release from all liability in respect of to such claim. The foregoing rights , and agreements (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 be limited have the right to defend the extent claim on its own behalf and to employ counsel at the expense of any requirement of any third-party insurer or indemnitorthe Indemnifying Party. All parties Parties agree to cooperate 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 indemnity with respect to the subject matter of the required notice shall be limited to the damages that would have resulted absent the Indemnified matters (including making any counterclaim or cross-claim against any Person other than another Party’s failure to notify the Indemnifying Party in the time required above after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Party).

Notice and Control of Litigation. If any claim or liability is asserted in writing by a third party against a party entitled to indemnification under this Section 11 Article (the “"Indemnified Party”") which would give rise to a claim under this Section 11Article, the Indemnified Party shall notify the person giving Person providing the indemnity (the “"Indemnifying Party”") in writing of the same within fifteen (15) days of receipt of such written assertion of a claim or liabilityclaim. The Indemnifying Party shall have the right to defend a claim and control the defense, settlement, settlement and prosecution of any litigation. If the Indemnifying Party, within ten (10) days after receipt of such written notice of such claim, fails to agree to defend such claim, the Indemnified Party shall will (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 if there is a reasonable probability that a proposed settlement requires claim may materially and adversely affect the Indemnified Party to admit any wrongdoing other than as a result of money damages or take or refrain from taking any actionother money payments, then the proposed settlement shall not be entered into unless it is reasonably acceptable to both the Indemnifying Party and the Indemnified PartyParty 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, 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 to 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 agree to cooperate 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 this indemnity shall terminate and be of no further force and effect with respect to the subject matter of the required notice shall be limited but only to the damages extent that would have resulted absent the Indemnified Party’s 's failure to notify the Indemnifying Party in the time required above after taking into account such actions as could have been taken by materially adversely affects 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 by a third party against a party entitled to indemnification under this Section 11 (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 giving the indemnity (the “Indemnifying Party”) Party in writing of the same within fifteen (15) thirty days of receipt of such written assertion of a claim or liability. The Should the Indemnified Party fail to notify the Indemnifying Party in the time required above, the Indemnifying Party shall have be relieved of its obligations pursuant to this Section 15 to the right extent such failure to notify in the time required above materially adversely affects the Indemnifying Party’s ability to defend a 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, settlement and prosecution of any litigation. If the Indemnifying Party, within ten (10) thirty days after receipt of such written 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 agree to defend such diligently prosecute or settle the claim, the Indemnified Party shall (upon further notice to the Indemnifying Party) will have the right (but not the obligation) to undertake the defense, compromise, compromise or settlement of such claim on behalf of and for the account and at the cost 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 11.4 15.6 notwithstanding, (i) in the event if there is a reasonable probability that a proposed settlement requires claim may materially and adversely affect the Indemnified Party to admit any wrongdoing other than as a result of money damages or take or refrain from taking any actionother money payments, then the proposed settlement shall not be entered into unless it is reasonably acceptable to both the Indemnifying Party and the Indemnified PartyParty 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 of a release from all liability in respect of to such claim. The foregoing rights , and agreements (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 be limited have the right to defend the extent claim on its own behalf and to employ counsel at the expense of any requirement of any third-party insurer or indemnitorthe Indemnifying Party. All parties Parties agree to cooperate 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 indemnity with respect to the subject matter of the required notice shall be limited to the damages that would have resulted absent the Indemnified matters (including making any counterclaim or cross-claim against any Person other than another Party’s failure to notify the Indemnifying Party in the time required above after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Party).

Notice and Control of Litigation. If any claim or liability is asserted in writing by a third party against a party entitled to indemnification under this Section 11 (the “Indemnified Party”) which would give rise to a claim under this Section 11, the Indemnified Party shall notify the person Person giving the indemnity (the “Indemnifying Party”) in writing of the same within fifteen ten (1510) days of receipt of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend a assume the defense of any such claim and control the such defense, settlement, and prosecution of any litigationlitigation with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party, within ten (10) days after receipt of such written notice of such claim, fails to agree in writing to defend such claimclaim and actually assume the defense thereof, the Indemnified Party shall (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, 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 11.4 11.3 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 agree to cooperate 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 indemnity with respect to the 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 after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Party.

Notice and Control of Litigation. If any claim or liability is asserted in writing by a third party against a party entitled to indemnification under this Section 11 13 (the “Indemnified Party”) which would give rise to a claim under this Section 1113, the Indemnified Party shall notify the person giving the indemnity (the “Indemnifying Party”) in writing of the same within fifteen thirty (1530) days of receipt of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend a claim and control the defense, settlement, settlement and prosecution of any litigation. If the Indemnifying Party, within ten twenty (1020) days after receipt of such written notice of such claim, fails to agree to defend such claim, the Indemnified Party shall will (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, or final determination thereof. Anything in this Section 11.4 13.3 notwithstanding, (i) in the event if there is a reasonable probability that a proposed settlement requires claim may materially and adversely affect the Indemnified Party to admit any wrongdoing other than as a result of money damages or take or refrain from taking any actionother money payments, then the proposed settlement shall not be entered into unless it is reasonably acceptable to both the Indemnifying Party and the Indemnified PartyParty 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 party a release from all liability in respect of to 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 agree to cooperate 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 indemnity with respect Indemnifying Party shall be relieved of its obligations pursuant to this Section 13 only to the subject matter of the required notice shall be limited to the damages that would have resulted absent the Indemnified Party’s extent such failure to notify the Indemnifying Party in the time required above after taking into account such actions as could have been taken by materially adversely affects 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 entitled to indemnification under this Section 11 (the “Indemnified Party”) which would give rise to a claim under this Section 11, the Indemnified Party shall notify the person giving the indemnity (the “Indemnifying Party”) in writing of the same within fifteen (15) days of receipt of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend a claim and control the defense, settlement, and prosecution of any litigation. If the Indemnifying Party, within ten (10) days after receipt of such written notice of such claim, fails to agree to defend such claim, the Indemnified Party shall (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, 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 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 agree to cooperate fully as necessary in the defense of such matters. Should the Indemnified Party fail to notify the Indemnifying Party in the time required aboveabove and the Indemnifying Party is materially prejudiced by such delay, the indemnity with respect to the 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 after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Party.

Notice and Control of Litigation. (a) If any claim or liability is asserted in writing by against the Real Property or a third party against a party entitled to indemnification under this Section 11 (the “Buyer Indemnified Party”) Party which would give rise to a claim under this Section 11Article 13, the Buyer Indemnified Party shall notify the person giving the indemnity (the “Indemnifying Party”) Seller in writing of the same within fifteen thirty (1530) 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 a claim any such claim, select the counsel and control the defensedefense (subject to Buyer’s reasonable approval of counsel), settlement, settlement and prosecution of any litigation; provided, however, 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 such compromise or settlement only 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 ten (10) business days after receipt of such written notice of such claim, fails to agree to continuously and diligently in all material respects defend such claim, the Buyer Indemnified Party shall will (upon further notice to the Indemnifying PartySeller) have the right to undertake the defense, compromise, compromise or settlement of such claim on behalf of and of, for the account and risk of, and at the risk expense of Seller; provided, however, that such claim shall not be compromised or settled without the Indemnifying Partywritten consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. (b) The Buyer Indemnified Party and Seller shall cooperate in all commercially reasonable respects with one another in the investigation, trial and defense of any lawsuit or action that may be subject to this Article 13 and any appeal arising therefrom; provided, however, that the right Buyer Indemnified Party may, at its own cost, participate in the investigation, trial and defense of such lawsuit or action and any appeal arising therefrom. The parties shall cooperate with each other in any notifications to insurers. Seller shall furnish to Buyer in reasonable detail such information as Seller may have with respect to the Indemnifying Party to assume Development Agreement Documents, including all records and materials that are reasonably required in the defense of such claim at and any time prior to settlementnotices, compromise, pleadings or final determination thereof. Anything other documents and instruments received by Seller 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 agree to cooperate 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 indemnity with respect to the 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 after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Partyconnection therewith.

Notice and Control of Litigation. If any claim or liability is asserted in writing by a third party against a party entitled to indemnification under this Section 11 (the “Indemnified Party”) which would give rise to a claim under this Section 11, the Indemnified Party shall notify the person giving required to give the indemnity (the “Indemnifying Party”) in writing of the same within fifteen five (155) 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 a claim and control the defense, settlement, and prosecution of any litigationlitigation with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party, within ten five (105) days Business Days after receipt of such written notice of such claim, fails to agree to defend assume the defence of such claim, the Indemnified Party shall (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, 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 11.4 11.3 notwithstanding, (i) in the event if there is a reasonable probability that a proposed settlement requires claim may materially and adversely affect the Indemnified Party to admit any wrongdoing other than as a result of money damages or take or refrain from taking any actionother money payments, then the proposed settlement shall not be entered into unless it is reasonably acceptable to both the Indemnifying Party and the Indemnified PartyParty 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 agree to cooperate 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 indemnity with respect to the 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 after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Party.

Notice and Control of Litigation. If any claim or liability is asserted in writing by a third party against a party entitled to indemnification under this Section 11 13 (the “Indemnified Party”) which would give rise to a claim under this Section 1113, the Indemnified Party shall notify the person giving the indemnity (the “Indemnifying Party”) in writing of the same within fifteen (15) days of receipt of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend a claim and control the defense, settlement, and prosecution of any litigationlitigation with counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party, within ten (10) days after receipt of such written notice of such claim, fails to agree to defend such claim, the Indemnified Party shall (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, 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 11.4 13.3 notwithstanding, (i) in the event if there is a reasonable probability that a proposed settlement requires claim may materially and adversely affect the Indemnified Party to admit any wrongdoing other than as a result of money damages or take or refrain from taking any actionother money payments, then the proposed settlement shall not be entered into unless it is reasonably acceptable to both the Indemnifying Party and the Indemnified PartyParty 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 agree to cooperate 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 indemnity with respect to the 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 after taking into account such actions as could have been taken by the Indemnifying Party had it received timely notice from the Indemnified Party.

Notice and Control of Litigation. If any claim or liability is asserted in writing by a third party against a party entitled to indemnification under this Section 11 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 giving providing the indemnity (the “Indemnifying Party”"INDEMNIFYING PARTY") in writing of the same within fifteen thirty (1530) days of receipt of such written assertion of a claim or liability. The Indemnifying Party shall have the right to defend a claim and control the defense, settlement, settlement and prosecution of any litigation. If the Indemnifying Party, within ten (10) days after receipt of such written notice of such claim, fails to agree to defend such claim, the Indemnified Party shall will (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 6.04 notwithstanding, (i) in the event if there is a reasonable probability that a proposed settlement requires claim may adversely affect the Indemnified Party to admit any wrongdoing other than as a result of money damages or take or refrain from taking any actionother money payments, then the proposed settlement shall not be entered into unless it is reasonably acceptable to both the Indemnifying Party and the Indemnified PartyParty 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, 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 to 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 agree to cooperate 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 this indemnity shall terminate and be of no further force and effect with respect to the subject matter of the required notice shall be limited to in the damages event that would have resulted absent the Indemnified Party’s 's failure to notify the Indemnifying Party in the time required above after taking into account such actions as could have been taken by adversely affects the Indemnifying Party had it received timely notice from the Indemnified Party's ability to defend such matter.