Common use of Notice and Opportunity to Defend Clause in Contracts

Notice and Opportunity to Defend. If there occurs an event that a party asserts is an indemnifiable Loss pursuant to Section 5.1(a) or 5.1(b), the party seeking indemnification (the "Indemnitee") shall notify the other party obligated to provide indemnification (the "Indemnifying Party") promptly but in all cases within the applicable survival period specified in Section 5.1(c). If such event involves any claim or the commencement of any action or proceeding by a third person, the Indemnitee will permit the Indemnifying Party to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee and, after notice to the Indemnitee of the Indemnifying Party's election to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnitee hereunder for any legal expenses of other counsel or any other expenses subsequently incurred by Indemnitee in connection with the defense thereof. The Indemnitee will cooperate fully with the Indemnifying Party and its counsel in the defense against any such claim, action or proceeding. The Indemnitee shall have the right to participate at its own expense in the defense thereof but in no event shall an Indemnifying Party be liable for any settlement effected by the Indemnitee without its consent.

Notice and Opportunity to Defend. If there occurs an event that a Any party asserts is an indemnifiable Loss pursuant entitled to Section 5.1(a) or 5.1(b), the party seeking indemnification be indemnified under this Article 8 (the "IndemniteeIndemnified Party") shall promptly notify in writing the other indemnifying party obligated to provide indemnification (the "Indemnifying Party") promptly but in all cases within the applicable survival period specified in Section 5.1(c). If such event involves any claim or the commencement of any action or proceeding by a third person, the Indemnitee will permit the Indemnifying Party matter giving rise to participate therein and, an obligation to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee and, after notice to the Indemnitee of the Indemnifying Party's election to assume the defense thereof, indemnify and the Indemnifying Party shall not be liable defend such claim at its expense with counsel of its choice reasonably acceptable to the Indemnitee hereunder for Indemnified Party, provided that the Indemnifying Party may not settle any legal expenses such claim without the consent of other counsel or any other expenses subsequently incurred by Indemnitee in connection with the defense thereofIndemnified Party. The Indemnitee will Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel to make reasonably available to the Indemnifying Party any necessary records or documents in the defense against any possession of the Indemnified Party which are necessary to defend such claim. If the Indemnifying Party does not defend or settle such claim, action the Indemnified Party may do so without the Indemnifying Party's participation, in which case the Indemnifying Party shall pay the expenses of such defense, and the Indemnified Party may settle or proceedingcompromise such claim without the Indemnifying Party's consent. The Indemnitee failure of any Indemnified Party to give notice as provided herein shall have not relieve the right to participate at its own expense in the defense thereof but in no event shall an Indemnifying Party be liable for any settlement effected of its obligations hereunder except to the extent that the Indemnifying Party is actually prejudiced by the Indemnitee without its consentsuch failure to give notice.

Notice and Opportunity to Defend. If there occurs an event that In case any Claim or litigation which may give rise to any obligation of a party asserts is under the indemnity provisions of this Agreement (each an indemnifiable Loss pursuant “Indemnifying Party”) shall come to Section 5.1(a) or 5.1(b), the attention of the party seeking indemnification hereunder (the "Indemnitee") “Indemnified Party”), the Indemnified Party shall notify the other party obligated to provide indemnification (the "Indemnifying Party") in writing promptly but in all cases within the applicable survival period specified in Section 5.1(c). If such event involves any claim or the commencement of any action or proceeding by a third person, the Indemnitee will permit the Indemnifying Party of the existence and amount thereof. Failure to participate therein andgive such notice shall not effect the rights of the Indemnified Party hereunder, except to the extent that it the Indemnifying Party shall wishhave been materially prejudiced by such failure. The Indemnifying Party shall be entitled to participate in and if (i) in the judgment of the Indemnified Party such claim can properly be resolved by money damages alone and the Indemnifying Party has the financial resources to pay such damages and (ii) the Indemnifying Party admits that this indemnity fully covers the claim or litigation, the Indemnifying Party shall be entitled to assume direct the defense thereofof any claim at its expense, with but such defense shall be conducted by legal counsel reasonably satisfactory to the Indemnitee and, after notice to the Indemnitee of the Indemnifying Indemnified Party's election to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnitee hereunder for any legal expenses of other counsel or any other expenses subsequently incurred by Indemnitee in connection with the defense thereof. The Indemnitee will cooperate fully with the Indemnifying Party and its counsel in the defense against any such claim, action or proceeding. The Indemnitee shall have the right to participate at its own expense in the defense thereof but in no event shall an Indemnifying Party be liable for any settlement effected by the Indemnitee without its consent.

Notice and Opportunity to Defend. If there occurs an event that a The party asserts is an indemnifiable Loss pursuant to Section 5.1(a) or 5.1(b), the party seeking indemnification indemnified under this Article 12 (the "IndemniteeIndemnified Party") shall promptly notify in writing the other indemnifying party obligated to provide indemnification (the "Indemnifying Party") promptly but in all cases within the applicable survival period specified in Section 5.1(c). If such event involves any claim or the commencement of any action or proceeding by a third person, the Indemnitee will permit the Indemnifying Party matter giving rise to participate therein and, an obligation to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee and, after notice to the Indemnitee of the Indemnifying Party's election to assume the defense thereof, indemnify and the Indemnifying Party shall not be liable defend such claim at its expense with counsel reasonably acceptable to the Indemnitee hereunder for Indemnified Party, provided that the Indemnifying Party may not settle any legal expenses such claim without the consent of other counsel or any other expenses subsequently incurred by Indemnitee in connection with the defense thereofIndemnified Party. The Indemnitee will Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel to make reasonably available to the Indemnifying Party any necessary records or documents in the defense against any possession of the Indemnified Party which are necessary to defend such claim. If the Indemnifying Party does not defend or settle such claim, action the Indemnified Party may do so without the Indemnifying Party's participation, in which case the Indemnifying Party shall pay the expenses of such defense, and the Indemnified Party may settle or proceedingcompromise such claim without the Indemnifying Party's consent. The Indemnitee failure of any Indemnified Party to give notice as provided herein shall have not relieve the right to participate at its own expense in the defense thereof but in no event shall an Indemnifying Party be liable for any settlement effected of its obligations hereunder except to the extent that the Indemnifying Party is actually prejudiced by the Indemnitee without its consentsuch failure to give notice.

Notice and Opportunity to Defend. If there occurs an event that which a party asserts is an indemnifiable Loss event pursuant to Section 5.1(a8.1(a) or 5.1(b)8.1(b) hereof, the party seeking indemnification (the "Indemnitee") shall promptly notify the other party obligated to provide indemnification pursuant hereto (the "Indemnifying Party") promptly but in all cases within the applicable survival period specified in Section 5.1(c). If such event involves any claim or the commencement of any action or proceeding by a third person, the Indemnitee party seeking indemnification will permit give such Indemnifying Party prompt written notice of such claim or the commencement of such action or proceeding; provided, however, that the failure to provide prompt notice as provided herein will relieve the Indemnifying Party of its obligations hereunder only to the extent that such failure prejudices the Indemnifying Party hereunder. In case any such action shall be brought against any party seeking indemnification and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee thereof and, after notice to the Indemnitee of from the Indemnifying Party's Party to such party seeking indemnification of such election so to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnitee party seeking indemnification hereunder for any legal expenses of other legal counsel or any other expenses subsequently 49 incurred by Indemnitee such party in connection with the defense thereof. The Indemnitee will party seeking indemnification agrees to cooperate fully with the Indemnifying Party and its counsel in the defense against any such claim, action or proceedingasserted liability. The Indemnitee party seeking indemnification shall have the right to participate at its own expense in the defense thereof but in of such asserted liability. In no event shall an Indemnifying Party be liable for any settlement effected by the Indemnitee without its prior written consent.

Notice and Opportunity to Defend. If there occurs an event that a The party asserts is an indemnifiable Loss pursuant to Section 5.1(a) or 5.1(b), the party seeking indemnification indemnified under this -------------------------------- Article VIII (the "IndemniteeIndemnified Party") shall notify in writing the other indemnifying party obligated to provide indemnification (the "Indemnifying Party") promptly but in all cases within the applicable survival period specified in Section 5.1(c). If such event involves any claim or the commencement of any action or proceeding by a third person, the Indemnitee will permit the Indemnifying Party matter giving rise to participate therein and, an obligation to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee and, after notice to the Indemnitee of the Indemnifying Party's election to assume the defense thereof, indemnify and the Indemnifying Party shall defend such claim at its expense with counsel reasonably acceptable to the Indemnified Party, provided that the Indemnifying Party may not settle any such claim without the consent of the Indemnified Party, which consent will not be liable to the Indemnitee hereunder for any legal expenses of other counsel unreasonably withheld or any other expenses subsequently incurred by Indemnitee in connection with the defense thereofdelayed. The Indemnitee will Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel to make reasonably available to the Indemnifying Party any necessary records or documents in the defense against any possession of the Indemnified Party which are necessary to defend such claim. If the Indemnifying Party does not defend or settle such claim, action the Indemnified Party may do so without the Indemnifying Party's participation, in which case the Indemnifying Party shall pay the expenses of such defense, and the Indemnified Party may settle or proceedingcompromise such claim without the Indemnifying Party's consent. The Indemnitee failure of any Indemnified Party to give notice as provided herein shall have not relieve the right to participate at its own expense in the defense thereof but in no event shall an Indemnifying Party be liable for any settlement effected of its obligations hereunder except to the extent that the Indemnifying Party is actually prejudiced by the Indemnitee without its consentsuch failure to give notice.

Notice and Opportunity to Defend. If there occurs an event that a party which any Party asserts is an indemnifiable Loss pursuant to Section 5.1(a) or 5.1(b)event, the party Party seeking indemnification (the "Indemnitee") shall notify the other party Party obligated to provide indemnification (the "Indemnifying Party") promptly but in all cases within the applicable survival period specified in Section 5.1(c)promptly. If such event involves (i) any claim or (ii) the commencement of any action or proceeding by a third person, the Indemnitee Party seeking indemnification will permit give such Indemnifying Party written notice of such claim or the commencement of such action or proceeding. Such notice shall be a condition precedent to any liability of the Indemnifying Party hereunder. Such Indemnifying Party shall have a period of thirty (30) days within which to participate therein andrespond thereto. If such Indemnifying Party does not respond within such thirty (30) days period, such Indemnifying Party shall be obligated to compromise or defend, at its own expense and by counsel chosen by the extent that it Indemnifying Party shall wish, to assume the defense thereof, with counsel provide reasonably satisfactory to the Indemnitee andParty seeking indemnity, after notice to the Indemnitee of the Indemnifying Party's election to assume the defense thereof, such matter and the Indemnifying Party shall provide the Party seeking indemnification with such assurances as may be reasonably required by the latter to assure that the Indemnifying Party will assume, and be responsible for, the entire liability issue. If such Indemnifying Party does not respond within such thirty (30) day period and rejects responsibility for such matter in whole or in part, the Party seeking indemnification shall be liable free to the Indemnitee hereunder for pursue, without prejudice to any legal expenses of other counsel or any other expenses subsequently incurred by Indemnitee in connection with the defense thereofits rights hereunder, such remedies as may be available to such Party under applicable law. The Indemnitee will Party seeking indemnification agrees to cooperate fully with the Indemnifying Party and its counsel in the defense against any such claim, action or proceeding. The Indemnitee shall have the right to participate at its own expense in the defense thereof but in no event shall an Indemnifying Party be liable for any settlement effected by the Indemnitee without its consent.asserted

Notice and Opportunity to Defend. If there occurs an event that a any party asserts is an indemnifiable Loss pursuant to Section 5.1(a) or 5.1(b), the party seeking indemnification (the "Indemnitee") shall notify receives notice of any claim or the commencement of any action or proceeding with respect to which any other party (or parties) is obligated to provide indemnification (the "Indemnifying Party") promptly but in all cases within the applicable survival period specified in pursuant to Section 5.1(c). If such event involves any claim 8.1 or the commencement of any action or proceeding by a third person8.2, the Indemnitee will permit shall promptly give the Indemnifying Party notice thereof; provided, however, that failure to participate therein andgive such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. The Indemnified Party shall have the right to retain counsel of its own choice to represent it, and the Indemnifying Party shall pay the fees, expenses and disbursements of such counsel; and such counsel shall, to the extent that it shall wishconsistent with its professional responsibilities, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee and, after notice to the Indemnitee of the Indemnifying Party's election to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnitee hereunder for any legal expenses of other counsel or any other expenses subsequently incurred by Indemnitee in connection with the defense thereof. The Indemnitee will cooperate fully with the Indemnifying Party and its any counsel in designated by the defense against any such claim, action or proceedingIndemnifying Party. The Indemnitee shall have the right to participate at its own expense in the defense thereof but in no event shall an Indemnifying Party shall be liable for any settlement effected of any claim against the Indemnified Party made with the Indemnifying Party's written consent, which consent shall not be unreasonably withheld. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the Indemnitee without its consentclaimant to the Indemnified Party of an unconditional release from all liability in respect of such claim.

Notice and Opportunity to Defend. If there occurs an event that a party asserts is an indemnifiable Loss pursuant to Section 5.1(a) or 5.1(b), the party Each Person seeking indemnification under this Article 11 (the "IndemniteeIndemnified Party") shall promptly notify the other party obligated to provide indemnification (the "Indemnifying Party") promptly but in all cases within the applicable survival period specified in Section 5.1(c). If such event involves any claim or the commencement of any action or proceeding by a third personClaim as to which indemnity may be sought; provided, however, that the Indemnitee will permit failure to provide prompt notice shall relieve the Indemnifying Party to participate therein and, of its obligations hereunder only to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee and, after notice to the Indemnitee of the Indemnifying Party's election to assume the defense thereof, such failure prejudices the Indemnifying Party shall not be liable to the Indemnitee hereunder for any legal expenses of other counsel or any other expenses subsequently incurred by Indemnitee in connection with the defense thereofhereunder. The Indemnitee will cooperate fully with the Indemnifying Indemnified Party and its counsel in the defense against any such claim, action or proceeding. The Indemnitee shall have the right to control the defense of such Claim and the Indemnifying Party shall indemnify the Indemnified Party for its costs in connection therewith and shall be entitled to participate in the defense of such Claim at its own expense in the defense thereof but in expense. In no event shall an Indemnifying Party be liable for any settlement or compromise effected without its prior consent and the Indemnifying Party, in the defense of any such Claim, shall not, except with the prior consent of the Indemnified Party, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term a release of the Indemnified Party from all Liability in respect to such Claim by the Indemnitee without its consentclaimant or plaintiff or which provides for any form of injunctive relief or other non-monetary relief which affects the Indemnified Party.

Notice and Opportunity to Defend. If there occurs an event that a any party asserts is an indemnifiable Loss pursuant to Section 5.1(a) or 5.1(b), the party seeking indemnification (the "Indemnitee") shall notify receives notice of any claim or the commencement of any action or proceeding with respect to which any other party (or parties) is obligated to provide indemnification (the "Indemnifying Party") promptly but in all cases within the applicable survival period specified in Section 5.1(c). If such event involves any claim or the commencement of any action or proceeding by a third person, the Indemnitee will permit shall promptly give the Indemnifying party notice thereof; provided, however, that failure to give such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually and materially prejudiced as a result of such failure. The Indemnified Party shall have the right to participate therein andretain counsel of its own choice to represent it, and the Indemnifying Party shall pay the fees, expenses and disbursements of such counsel; and such counsel shall, to the extent that it shall wishconsistent with its professional responsibilities, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee and, after notice to the Indemnitee of the Indemnifying Party's election to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnitee hereunder for any legal expenses of other counsel or any other expenses subsequently incurred by Indemnitee in connection with the defense thereof. The Indemnitee will cooperate fully with the Indemnifying Party and its any counsel in designated by the defense against any such claim, action or proceedingIndemnifying Party. The Indemnitee shall have the right to participate at its own expense in the defense thereof but in no event shall an Indemnifying Party shall be liable for any settlement effected of any claim against the Indemnified Party made with the Indemnifying Party's written consent, which consent shall not be unreasonably withheld. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as an unconditional term thereof, the giving by the Indemnitee without its consentclaimant to the Indemnified Party of any unconditional release from all liability in respect of such claim.

Notice and Opportunity to Defend. If there occurs an event that a The party asserts is an indemnifiable Loss pursuant to Section 5.1(a) or 5.1(b), the party seeking indemnification indemnified under this Article 12 (the "IndemniteeIndemnified Party") shall promptly notify in writing the other indemnifying party obligated to provide indemnification (the "Indemnifying Party") promptly but in all cases within the applicable survival period specified in Section 5.1(c). If such event involves any claim or the commencement of any action or proceeding by a third person, the Indemnitee will permit the Indemnifying Party matter giving rise to participate therein and, an obligation to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee and, after notice to the Indemnitee of the Indemnifying Party's election to assume the defense thereof, indemnify and the Indemnifying Party shall not be liable defend such claim at its expense with counsel reasonably acceptable to the Indemnitee hereunder Indemnified Party, provided that the Indemnifying Party may not settle any such claim without the consent of the Indemnified Party. If the Owners or the Stockholders are the Indemnifying Party, then the notice required by the immediately preceding sentence shall be given to the Owners' Representative who shall act on behalf of the Indemnifying Party for any legal expenses purposes of other counsel or any other expenses subsequently incurred by Indemnitee in connection with the defense thereofthis Article 12. The Indemnitee will Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel to make reasonably available to the Indemnifying Party any necessary records or documents in the defense against any possession of the Indemnified Party which are necessary to defend such claim. If the Indemnifying Party does not defend or settle such claim, action the Indemnified Party may do so without the Indemnifying Party's participation, in which case the Indemnifying Party shall pay the expenses of such defense, and the Indemnified Party may settle or proceedingcompromise such claim without the Indemnifying Party's consent. The Indemnitee failure of any Indemnified Party to give notice as provided herein shall have not relieve the right to participate at its own expense in the defense thereof but in no event shall an Indemnifying Party be liable for any settlement effected of its obligations hereunder except to the extent that the Indemnifying Party is actually prejudiced by the Indemnitee without its consentsuch failure to give notice.

Notice and Opportunity to Defend. If there occurs an event that a any party asserts is an indemnifiable Loss pursuant to Section 5.1(a) or 5.1(b), the party seeking indemnification (the "“Indemnitee"”) shall notify the other party obligated to provide indemnification (the "Indemnifying Party") promptly but in all cases within the applicable survival period specified in Section 5.1(c). If such event involves receives notice of any claim or the commencement of any action or proceeding by a third personwith respect to which any other party is obligated to provide indemnification (the “Indemnifying Party”) pursuant to Section 9.1 or 9.2, the Indemnitee will permit shall promptly give the Indemnifying Party notice thereof, provided however the failure to participate therein and, deliver such notice shall not be a condition precedent to any liability of the Indemnifying Party under the provisions for indemnification contained in this Agreement except to the extent that it shall wish, the failure to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee and, after deliver such notice to the Indemnitee of prejudices the Indemnifying Party's election ’s ability to assume defend such proceeding. The Indemnifying Party may compromise and defend, at such Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel, any such matter involving the defense thereofasserted liability of the Indemnitee. In any event, the Indemnitee, the Indemnifying Party and the Indemnifying Party’s counsel shall not be liable cooperate in the compromise of, or defense against, any such asserted liability. The Indemnitee, at its own expense, can choose to the Indemnitee hereunder for any legal expenses of other have its counsel or any other expenses subsequently incurred by Indemnitee participate in connection with the defense thereofof such asserted liability, provided, however, the Indemnifying Party’s counsel shall control such defense. The Indemnitee will cooperate fully with If the Indemnifying Party and its counsel in the defense against chooses to defend any such claim, action or proceeding. The the Indemnitee shall have make available to the right to participate at its own expense in the defense thereof but in no event shall an Indemnifying Party be liable for any settlement effected by the Indemnitee without books, records or other documents within its consentcontrol that are necessary or appropriate to such defense.

Notice and Opportunity to Defend. If there occurs an event that a The party asserts is an indemnifiable Loss pursuant to Section 5.1(a) or 5.1(b), the party seeking indemnification indemnified under this Article 9 (the "IndemniteeIndemnified Party") shall promptly notify in writing the other indemnifying party obligated to provide indemnification (the "Indemnifying Party") promptly but in all cases within ), with the applicable survival period specified in Section 5.1(c). If such event involves any claim or the commencement Sellers being deemed one party acting through Laidxxx xxx purposes of this Article 9, of any action or proceeding by a third person, the Indemnitee will permit the Indemnifying Party matter giving rise to participate therein and, an obligation to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee and, after notice to the Indemnitee of the Indemnifying Party's election to assume the defense thereof, indemnify and the Indemnifying Party shall not be liable defend such claim at its expense with counsel reasonably acceptable to the Indemnitee hereunder for Indemnified Party, provided that the Indemnifying Party may not settle any legal expenses such claim without the consent of other counsel or any other expenses subsequently incurred by Indemnitee in connection with the defense thereofIndemnified Party. The Indemnitee will assumption of defense by an Indemnifying Party hereunder shall be deemed an admission by such Indemnifying Party of its obligation to indemnify the Indemnified Party hereunder with respect to such claim. The Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel to make reasonably available to the Indemnifying Party any necessary records or documents in the defense against any possession of the Indemnified Party which are necessary to defend such claim. If the Indemnifying Party does not defend or settle such claim, action the Indemnified Party may do so without the Indemnifying Party's participation, in which case the Indemnifying Party shall pay the expenses of such defense, and the Indemnified Party may settle or proceedingcompromise such claim without the Indemnifying Party's consent. The Indemnitee failure of any Indemnified Party to give notice as provided herein shall have not relieve the right to participate at its own expense in the defense thereof but in no event shall an Indemnifying Party be liable for any settlement effected of its obligations hereunder except to the extent that the Indemnifying Party is actually prejudiced by the Indemnitee without its consentsuch failure to give notice.

Notice and Opportunity to Defend. If there occurs an event that a any party asserts is an indemnifiable Loss pursuant to Section 5.1(a) or 5.1(b), the party seeking indemnification (the "Indemnitee") shall notify receives notice of any claim or the commencement of any action or proceeding with respect to which any other party (or parties ) is obligated to provide indemnification (the "Indemnifying Party") promptly but in all cases within the applicable survival period specified in pursuant to Section 5.1(c). If such event involves any claim 8.1 or the commencement of any action or proceeding by a third person8.2, the Indemnitee will permit shall promptly give the Indemnifying Party notice thereof; provided, however, that failure to participate therein andgive such notification shall not affect the indemnification provided hereunder except to the extent the Indemnifying Party shall have been actually prejudiced as a result of such failure. The Indemnified Party shall have the right to retain counsel of its own choice to represent it, and the Indemnifying Party shall pay the fees, expenses and disbursements of such counsel; and such counsel shall, to the extent that it shall wishconsistent with its professional responsibilities, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee and, after notice to the Indemnitee of the Indemnifying Party's election to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnitee hereunder for any legal expenses of other counsel or any other expenses subsequently incurred by Indemnitee in connection with the defense thereof. The Indemnitee will cooperate fully with the Indemnifying Party and its any counsel in designated by the defense against any such claim, action or proceedingIndemnifying Party. The Indemnitee shall have the right to participate at its own expense in the defense thereof but in no event shall an Indemnifying Party shall be liable for any settlement effected of any claim against the Indemnified Party made with the Indemnifying Party's written consent, which consent shall not be unreasonably withheld. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle or compromise any claim, or permit a default or consent to the entry of any judgment in respect thereof, unless such settlement, compromise or consent includes, as a unconditional term thereof, the giving by the Indemnitee without its consentclaimant to the Indemnified Party of an unconditional release from all liability in respect of such claim.

Notice and Opportunity to Defend. If there occurs an event that a which either party asserts is an indemnifiable Loss event pursuant to Section 5.1(a) or 5.1(b)9.2, the party seeking indemnification (the "Indemnitee") shall notify the other party obligated to provide indemnification (the "Indemnifying Party") promptly but in all cases within the applicable survival period specified in Section 5.1(c)promptly. If such event involves (i) any claim or (ii) the commencement of any action or proceeding by a third person, the Indemnitee party seeking indemnification will permit give such Indemnifying Party prompt written notice of such claim or the commencement of such action or proceeding. Such notice shall be a condition precedent to any liability of the Indemnifying Party hereunder; PROVIDED that the failure to provide prompt notice as provided herein will relieve the Indemnifying Party of its obligations hereunder only to the extent that such failure prejudices the Indemnifying Party hereunder. In case any such action shall be brought against any party seeking indemnification and it shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to participate therein and, to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee such party seeking indemnification and, after notice to the Indemnitee of from the Indemnifying Party's Party to such party seeking indemnification of such election so to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnitee hereunder for any legal expenses of other counsel or any other expenses subsequently incurred by Indemnitee in connection with the defense thereof. The Indemnitee will cooperate fully with the Indemnifying Party and its counsel in the defense against any such claim, action or proceeding. The Indemnitee shall have the right to participate at its own expense in the defense thereof but in no event shall an Indemnifying Party be liable for any settlement effected by the Indemnitee without its consent.not

Notice and Opportunity to Defend. If there occurs an event that a The party asserts is an indemnifiable Loss pursuant to Section 5.1(a) or 5.1(b), the party seeking indemnification indemnified hereunder (the "IndemniteeIndemnified Party") shall notify in writing the other indemnifying party obligated to provide indemnification (the "Indemnifying Party") promptly but in all cases within the applicable survival period specified in Section 5.1(c). If such event involves any claim or the commencement of any action or proceeding by thirty (30) days after a third person, party claim is presented to the Indemnitee will permit Indemnified Party and the Indemnifying Party shall defend such claim at its expense and may select the attorneys for such defense, who shall be reasonably acceptable to participate therein andthe Indemnified Party. If the Indemnifying Party does not defend such claim, the Indemnified Party may do so without the Indemnifying Party's participation, in which case the Indemnifying Party shall pay the expenses of such defense. Neither the Indemnified Party nor the Indemnifying Party may settle or compromise such claim without the other party's consent, which shall not be unreasonably withheld. If the Indemnified Party fails to notify the Indemnifying Party of a third party claim as provided in this Section 7.3, and if the Indemnifying Party is thereby prejudiced by such failure of notice in its defense of the claim, the Indemnifying Party's obligation of indemnity hereunder shall be extinguished with respect to such claim to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee and, after notice to the Indemnitee of the Indemnifying Party's election to assume the defense thereof, the Indemnifying Party shall not be liable has been prejudiced by the failure to the Indemnitee hereunder for any legal expenses of other counsel or any other expenses subsequently incurred by Indemnitee in connection with the defense thereofgive such notice. The Indemnitee will cooperate fully with the Indemnified Party and Indemnifying Party and its counsel agree to cooperate in good faith in the defense against and/or settlement of any such claim, action or proceeding. The Indemnitee shall have the right to participate at its own expense in the defense thereof but in no event shall an Indemnifying Party be liable for any settlement effected by the Indemnitee without its consent.

Notice and Opportunity to Defend. If there occurs an event that a (a) The party asserts is an indemnifiable Loss pursuant to Section 5.1(a) or 5.1(b), the party seeking indemnification indemnified hereunder (the "IndemniteeIndemnified Party") shall notify in writing the other indemnifying party obligated to provide indemnification (the "Indemnifying Party") promptly but in all cases within thirty (30) days after a claim is presented to the applicable survival period specified in Section 5.1(c). If such event involves any claim or the commencement of any action or proceeding by a third personIndemnified Party, the Indemnitee will permit and the Indemnifying Party shall defend such claim at its expense. If the Indemnifying Party does not defend or settle such claim, the Indemnified Party may do so without the Indemnifying Party's participation, in which case the Indemnifying Party shall pay the expenses of such defense, and the Indemnified Party may settle or compromise such claim without the Indemnifying Party's consent. If the Indemnified Party fails to participate therein andnotify the Indemnifying Party, and if the Indemnifying Party is thereby materially prejudiced by such failure of notice in its defense of the claim, the Indemnifying Party's obligation of indemnity hereunder shall be extinguished with respect to such claim to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee and, after notice to the Indemnitee of the Indemnifying Party's election to assume the defense thereof, the Indemnifying Party shall not be liable to the Indemnitee hereunder for any legal expenses of other counsel or any other expenses subsequently incurred by Indemnitee in connection with the defense thereof. The Indemnitee will cooperate fully with the Indemnifying Party and its counsel in the defense against any such claim, action or proceeding. The Indemnitee shall have the right to participate at its own expense in the defense thereof but in no event shall an Indemnifying Party be liable for any settlement effected has been prejudiced by the Indemnitee without its consentfailure to give such notice.

Notice and Opportunity to Defend. If there occurs an event that a The party asserts is an indemnifiable Loss pursuant to Section 5.1(a) or 5.1(b), the party seeking indemnification indemnified under this Article 9 (the "IndemniteeIndemnified Party") shall promptly notify in writing the other indemnifying party obligated to provide indemnification (the "Indemnifying Party") promptly but in all cases within the applicable survival period specified in Section 5.1(c). If such event involves any claim or the commencement of any action or proceeding by a third person, the Indemnitee will permit the Indemnifying Party matter giving rise to participate therein and, an obligation to the extent that it shall wish, to assume the defense thereof, with counsel reasonably satisfactory to the Indemnitee and, after notice to the Indemnitee of the Indemnifying Party's election to assume the defense thereof, indemnify and the Indemnifying Party shall not be liable defend such claim at its expense with counsel reasonably acceptable to the Indemnitee hereunder for Indemnified Party, provided that the Indemnifying Party may not settle any legal expenses such claim without the consent of other counsel or any other expenses subsequently incurred by Indemnitee in connection with the defense thereofIndemnified Party. The Indemnitee will Indemnified Party agrees to cooperate fully with the Indemnifying Party and its counsel to make reasonably available to the Indemnifying Party any necessary records or documents in the defense against any possession of the Indemnified Party which are necessary to defend such claim. If the Indemnifying Party does not defend or settle such claim, action the Indemnified Party may do so without the Indemnifying Party's participation, in which case the Indemnifying Party shall pay the expenses of such defense, and the Indemnified Party may settle or proceedingcompromise such claim without the Indemnifying Party's consent. The Indemnitee failure of any Indemnified Party to give notice as provided herein shall have not relieve the right to participate at its own expense in the defense thereof but in no event shall an Indemnifying Party be liable for any settlement effected of its obligations hereunder except to the extent that the Indemnifying Party is actually prejudiced by the Indemnitee without its consentsuch failure to give notice.