Notice and Participation in Third Party Claims. The Indemnified Party shall give the Indemnifying Party written notice with respect to any Liability asserted by a third party (a “Claim”), as soon as possible upon the receipt of information of any possible Claim or of the commencement of such Claim. The Indemnifying Party may assume the defense of any Claim, at its sole cost and expense, with counsel designated by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. The Indemnified Party may, however, select separate counsel if both Parties are defendants in the Claim and such defense or other form of participation is not reasonably available to the Indemnifying Party. The Indemnifying Party shall pay the reasonable attorneys’ fees incurred by such separate counsel until such time as the need for separate counsel expires. The Indemnified Party may also, at the sole cost and expense of the Indemnifying Party, assume the defense of any Claim if the Indemnifying Party fails to assume the defense of the Claim within a reasonable time. Neither Party shall settle any Claim covered by this Section 17(b) unless it has obtained the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party shall have no liability under this Section 17(b) for any Claim for which such notice is not provided if that the failure to give notice prejudices the Indemnifying Party.
Notice and Participation in Third Party Claims. Each Party shall promptly notify the other Party of any Claim or threatened Claim, demand or proceeding in respect of which it is or may be entitled to indemnification under this Section 14. Such notice shall be given as soon as reasonably practicable after the relevant Party becomes aware of the Claim or threatened Claim, demand or proceeding. The Indemnitor shall be entitled to assume and control the defense of such claim, action,suit or proceeding at its expense with counsel of its selection, provided (i) it gives prompt notice of its intention to do so to the Indemnitee and reimburses the Indemnitee for the reasonable costs and expenses incurred by the Indemnitee priorto the assumption by the Indemnitor of such defense, and (ii) such counsel is reasonably acceptable to the Indemnitee. Unless and until the Indemnitor acknowledges in writing its obligation to indemnify the Indemnitee and assumes control of the defense of a Claim in accordance with this Section 14.b, the Indemnitee shall have the right, but not the obligation, to contest, defend and litigate, with counsel of its own selection, any Claim by any third party alleged or asserted against the Indemnitee in respect of, resulting from, related to or arising out of any matter for which it is entitled to be indemnified hereunder, and the reasonable costs thereof shall be subject to the obligations of the Indemnitor under this Section 14. Following the acknowledgement of the indemnification and the assumption of the defense by the Indemnitor, the Indemnitee shall have the right toemploy its own counsel and such counsel may participate in such Claim, but the fees and expenses of such counsel shall be at the expense of such Indemnitee, whenand as incurred, unless (i) the employment of counsel by such Indemnitee has beenauthorized in writing by the Indemnitor, (ii) the Indemnitee shall have reasonably concluded that there is an actual conflict of interest between the Indemnitor and the Indemnitee in the conduct of the defense of such action, or (iii) the Indemnitee shall have reasonably concluded on the advice of qualified counsel and specifically notified the Indemnitor either that there may be specific defenses available to it thatare different from or additional to those available to the Indemnitor or that such Claim involves or could have a material adverse effect on the Indemnitee beyond the scope of this Agreement.
