Common use of Notice and Right To Defend Third-Party Claims Clause in Contracts

Notice and Right To Defend Third-Party Claims. Upon receipt of written --------------------------------------------- notice of any claim or proceeding under which indemnity may be sought under this Article 9, the party seeking indemnification (the "Indemnitee") shall promptly inform the party against whom indemnification is sought (the "Indemnitor") in writing. The Indemnitor shall, at its own cost, defend or settle such claim or proceeding, except that the Indemnitor shall not settle any such claim or proceeding without the consent of the Indemnitee, unless such settlement is without cost or liability to the Indemnitee. The Indemnitee will at its own expense cooperate with the Indemnitor in connection with any such claim in any way that the Indemnitor reasonably requests in connection with the defense or settlement of any such claim. The Indemnitee shall have the right to employ separate counsel in any such action, claim or proceeding and to participate in the defense at Indemnitee's cost; provided however, that (i) if the Indemnitor does not assume the defense of or diligently pursue any such claim or proceeding, or (ii) if the Indemnitee reasonably determines (x) that there may be a conflict between the positions of the Indemnitor and Indemnitee in defending such claim or action, or (y) that there may be legal defenses available to Indemnitee different from or in addition to those available to Indemnitor, than separate counsel for Indemnitee shall be entitled to participate in and conduct the defense, in the case of (i) and (ii)(x), or such different defenses, in the case of (ii)(y), and Indemnitor shall be liable for reasonable legal and other expenses incurred by Indemnitee in connection with such defense.

Notice and Right To Defend Third-Party Claims. Upon Promptly upon receipt of written --------------------------------------------- notice of any claim claim, demand, or assessment or the commencement of any suit, action, or proceeding under with respect to which indemnity may be sought under pursuant to this Article 9Agreement (a "Third Party Claim"), OneSource or the party seeking indemnification Company and Shareholders, as the case may be, (the "Indemnitee") shall promptly inform notify in writing, if possible, within sufficient time to respond to such Third Party Claim or to answer or otherwise plead in such action (but in any event within 30 days), the party against from whom indemnification is sought (the "Indemnitor") in writing). In case any Third Party Claim shall be asserted, or any suit, action, or proceeding commenced against the Indemnitee, the Indemnitor shall be entitled, at the Indemnitor's expense, to participate therein, and, to the extent that the Indemnitor may wish, to assume the defense, conduct, compromise, or settlement thereof, at the Indemnitor's own expense, with counsel satisfactory to the Indemnitee, whose consent to the selection of counsel shall not be unreasonably withheld or delayed, provided that the Indemnitor confirms to the Indemnitee that it is a claim to which its rights of indemnification apply. The assumption of the defense, compromise, and settlement of such Third Party Claim by the Indemnitor shall be an acknowledgement of the obligation of the Indemnitor to indemnify the Indemnitee with respect to such claim hereunder. The Indemnitor shall, at its own cost, defend shall have the right to compromise or settle monetary claims. As to any compromise or settlement of any other claim, however, the Indemnitor shall first obtain the prior written consent from the Indemnitee, which consent shall be exercised in the sole discretion of the Indemnitee. After notice from the Indemnitor to the Indemnitee of the Indemnitor's intent so to assume the defense, conduct, compromise, or settlement of such claim or proceedingaction, except that the Indemnitor shall not settle be liable to the Indemnitee for any legal or other expenses (including, without limitation, settlement costs) subsequently incurred by the Indemnitee in connection with the defense, conduct, compromise, or settlement of such claim action while the Indemnitor is diligently defending, conducting, compromising, or settling such action. The Indemnitor shall keep the Indemnitee apprised of the status of the suit, action, or proceeding without and shall make the consent of Indemnitor's counsel available to the Indemnitee, unless such settlement is without cost or liability to at the Indemnitor's expense, upon the request of the Indemnitee. The Indemnitee will at its own expense shall cooperate with the Indemnitor in connection with any such claim in any way that Third Party Claim and shall make personnel, books and records, and other information relevant to the Third Party Claim available to the Indemnitor reasonably requests to the extent that such personnel, books and records, and other information are in connection the possession and/or control of the Indemnitee. If the Indemnitor decides not to participate, the Indemnitee shall be entitled, at the Indemnitor's expense, to defend, conduct, compromise, or settle such matter with counsel satisfactory to the defense Indemnitor, whose consent to the selection of counsel shall not be unreasonably withheld or settlement delayed. Notwithstanding the above, if, in the reasonable opinion of the Indemnitee, any such claim. The Third Party Claim or the litigation or resolution thereof involves an issue or matter that could have a material adverse effect on the business, operations, assets, properties, or prospects of the Indemnitee (including, without limitation, the administration of the tax returns and responsibilities of the Indemnitee under applicable tax laws), the Indemnitee shall have the right to employ separate counsel in any control the defense, compromise, and settlement of such actionThird Party Claim undertaken by the Indemnitor, claim or proceeding and to participate in the defense at Indemnitee's cost; provided however, that (i) if the Indemnitor does not assume the defense costs and expenses of or diligently pursue any such claim or proceeding, or (ii) if the Indemnitee reasonably determines (x) that there may in connection therewith shall be a conflict between included as part of the positions indemnification obligation of the Indemnitor and Indemnitee in defending such claim or action, or (y) that there may be legal defenses available to Indemnitee different from or in addition to those available to Indemnitor, than separate counsel for hereunder. If the Indemnitee shall be entitled elect to exercise such right, the Indemnitor shall have the right to participate in and conduct in, but not to control, the defense, in the case of (i) and (ii)(x), or such different defenses, in the case of (ii)(y)compromise, and Indemnitor shall be liable for reasonable legal settlement of such Third Party Claim at its sole cost and other expenses incurred by Indemnitee in connection with such defenseexpense.

Notice and Right To Defend Third-Party Claims. Upon Promptly, upon receipt of written --------------------------------------------- notice of any claim claim, demand or assessment or the commencement of any suit, action or proceeding under in respect of which indemnity may be sought under this Article 9sought, the party any Buyer's Indemnified Person seeking indemnification (the "Indemnitee") shall promptly inform will give notice thereof to the party against from whom indemnification is sought (the "Indemnitor") in writing. The ), within sufficient time to enable the Indemnitor shall, at its own cost, defend or settle to respond to such claim or proceeding, except answer or otherwise plea in such action. Except to the extent that the Indemnitor is materially and substantially prejudiced thereby, the omission of such Indemnitee so to notify promptly the Indemnitor of any such claim, demand, assessment, suit, action or proceeding shall not settle relieve the Indemnitor from any such claim or proceeding without the consent of the Indemnitee, unless such settlement is without cost or liability which it may have to the Indemnitee. The Indemnitor will be entitled to participate in and, to the extent that it may elect to do so, to assume the defense, conduct or settlement thereof, using counsel approved by the Indemnitee, which approval will not unreasonably be withheld. The Indemnitee will at its own expense cooperate with the Indemnitor in connection with any such claim in any way that the claim, demand, assessment, suit, action or proceeding. The Indemnitor reasonably requests in connection with the defense shall not settle or settlement of compromise any such claim. The Indemnitee shall have the right to employ separate counsel in any such action, claim demand, assessment, suit, action or proceeding and to participate in without the defense at prior written consent of the Indemnitee's cost; provided however, that (i) if unless the Indemnitor does not assume provides the defense of or diligently pursue any such claim or proceeding, or (ii) if Indemnity with a full release from all adverse parties releasing the Indemnitee reasonably determines (x) that there may be from any liability and the Idemnitee is not required to pay any amounts or take or refrain from taking any actions as a conflict between the positions of the Indemnitor and Indemnitee in defending such claim or action, or (y) that there may be legal defenses available to Indemnitee different from or in addition to those available to Indemnitor, than separate counsel for Indemnitee shall be entitled to participate in and conduct the defense, in the case of (i) and (ii)(x), or such different defenses, in the case of (ii)(y), and Indemnitor shall be liable for reasonable legal and other expenses incurred by Indemnitee in connection with such defenseresult thereof.

Notice and Right To Defend Third-Party Claims. Upon Promptly upon receipt of written --------------------------------------------- notice of any claim claim, demand, or assessment or the commencement of any suit, action, or proceeding under with respect to which indemnity may be sought under pursuant to this Article 9Agreement, the party seeking indemnification to be indemnified or held harmless (the "“Indemnitee"”) shall promptly inform notify in writing, if possible, within sufficient time to respond to such claim or answer or otherwise plead in such action, the party against from whom indemnification is sought (the "“Indemnitor ”). In case any claim, demand, or assessment shall be asserted, or suit, action, or proceeding commenced against the Indemnitee, the Indemnitor shall be entitled, at the Indemnitor") in writing. The Indemnitor shall’s expense, to participate therein, and, to the extent that it may wish, to assume the defense, conduct, or settlement thereof, at its own costexpense, defend with counsel satisfactory to the Indemnitee, whose consent to the selection of counsel shall not be unreasonably withheld or delayed, provided that the Indemnitor confirms to the Indemnitee that it is a claim to which its rights of indemnification apply. The Indemnitor shall have the right to settle or compromise monetary claims without the consent of Indemnitee; however, as to any other claim, the Indemnitor shall first obtain the prior written consent from the Indemnitee, which consent shall be exercised in the sole discretion of the Indemnitee. After notice from the Indemnitor to the Indemnitee of Indemnitor’s intent so to assume the defense, conduct, settlement, or compromise of such claim or proceedingaction, except that the Indemnitor shall not settle be liable to the Indemnitee for any legal or other expenses (including, without limitation, settlement costs) subsequently incurred by the Indemnitee in connection with the defense, conduct, or settlement of such claim action while the Indemnitor is diligently defending, conducting, settling, or compromising such action. The Indemnitor shall keep the Indemnitee apprised of the status of the suit, action, or proceeding without the consent of and shall make Indemnitor’s counsel available to the Indemnitee, unless such settlement is without cost or liability to at the Indemnitor’s expense, upon the request of the Indemnitee. The Indemnitee will at its own expense shall cooperate with the Indemnitor in connection with any such claim in any way that and shall make personnel, books, and records and other information relevant to the claim available to the Indemnitor reasonably requests in connection with to the defense or settlement of any extent that such claim. The Indemnitee shall have the right to employ separate counsel in any such actionpersonnel, claim or proceeding books, and to participate records and other information are in the defense at possession and/or control of the Indemnitee's cost; provided however, that (i) if . If the Indemnitor does decides not assume to participate, the defense of or diligently pursue any such claim or proceeding, or (ii) if the Indemnitee reasonably determines (x) that there may be a conflict between the positions of the Indemnitor and Indemnitee in defending such claim or action, or (y) that there may be legal defenses available to Indemnitee different from or in addition to those available to Indemnitor, than separate counsel for Indemnitee shall be entitled entitled, at the Indemnitor’s expense, to participate in and conduct the defensedefend, in the case of (i) and (ii)(x)conduct, settle, or compromise such different defensesmatter with counsel satisfactory to the Indemnitor, in whose consent to the case selection of (ii)(y), and Indemnitor counsel shall not be liable for reasonable legal and other expenses incurred by Indemnitee in connection with such defenseunreasonably withheld or delayed.

Notice and Right To Defend Third-Party Claims. Upon Promptly upon receipt of written --------------------------------------------- notice of any claim claim, demand or assessment made by any Third Party or the commencement of any suit, action or proceeding under brought by any Third Party in respect of which indemnity may be sought under this any provision of Article 9VII hereof, the party seeking indemnification (the "“Indemnitee"”) shall promptly inform will give written notice thereof to the party against from whom indemnification is sought (the "“Indemnitor"”) promptly and in writingany event within sufficient time to enable the Indemnitor to respond to such claim, demand, or assessment or answer or otherwise plead in such suit, action or proceeding. The failure or omission of such Indemnitee to so notify promptly the Indemnitor shallof any such Third Party claim, at its own costdemand, defend assessment, suit, action or settle proceeding shall not relieve such claim or proceedingIndemnitor from any liability which it may have to such Indemnitee in connection therewith, on account of any indemnity agreement contained in Article VII hereof, except to the extent that the Indemnitor shall not settle have been actually prejudiced thereby. In case any such claim Third Party claim, demand or assessment shall be asserted or Third Party suit, action or proceeding without commenced against an Indemnitee, and such Indemnitee shall notify the consent Indemnitor of the commencement thereof, the Indemnitor shall be entitled to participate therein, and, to the extent that it may wish, to assume the defense, conduct or settlement thereof, with counsel reasonably satisfactory to the Indemnitee by providing the Indemnitee with written notice within 10 business days after the Indemnitor’s receipt of the Indemnitee’s notice of the claim, unless such settlement is without cost demand, assessment, suit, action or liability proceeding. After notice from the Indemnitor to the IndemniteeIndemnitee of its election so to assume the defense, conduct or settlement thereof within such 10-business day period, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense, conduct or settlement thereof. The Indemnitee Indemnitee, at Indemnitor’s cost and expense, will at its own expense cooperate with the Indemnitor in connection with any such claim, and make personnel, books and records relevant to the claim in any way that available to the Indemnitor reasonably requests in connection with the defense or settlement of any Indemnitor. Neither party shall settle such claim. The Indemnitee shall have the right to employ separate counsel in any such action, claim demand, assessment, suit, action or proceeding and without the consent of the other party, which shall not be unreasonably withheld provided that in no event shall either party be obligated to participate in the defense at Indemnitee's cost; provided however, that consent to any settlement which (i) if the Indemnitor does not assume the defense arises from or is part of or diligently pursue any such claim criminal action, suit or proceeding, or (ii) if contains a stipulation to, confession of judgment with respect to, or admission or acknowledgment of, any liability or wrongdoing on the Indemnitee reasonably determines part of such party, (xiii) that there may be a conflict between the positions of the Indemnitor and Indemnitee in defending provides for injunctive relief, or other relief or finding other than money damages, which is binding on such claim or actionparty, or (yiv) that there may be legal defenses available to Indemnitee different from or in addition to those available to Indemnitor, than separate counsel for Indemnitee shall be entitled to participate in and conduct the defense, in the case does not contain an unconditional release of (i) and (ii)(x), or such different defenses, in the case of (ii)(y), and Indemnitor shall be liable for reasonable legal and other expenses incurred by Indemnitee in connection with such defense.party. Page E-18

Notice and Right To Defend Third-Party Claims. Upon Promptly upon receipt of written --------------------------------------------- notice of any claim claim, demand, or assessment or the commencement of any suit, action, or proceeding under with respect to which indemnity may be sought under pursuant to this Article 9Agreement, the party seeking indemnification to be indemnified or held harmless (the "“Indemnitee"”) shall promptly inform notify in writing, if possible, within sufficient time to respond to such claim or answer or otherwise plead in such action, the party against from whom indemnification is sought (the "“Indemnitor") in writing”). The In case any claim, demand, or assessment shall be asserted, or suit, action, or proceeding commenced against the Indemnitee, the Indemnitor shallshall be entitled, at the Indemnitor’s expense, to participate therein, and, to the extent that it may wish, to assume the defense, conduct, or settlement thereof, at its own costexpense, defend with counsel satisfactory to the Indemnitee, whose consent to the selection of counsel shall not be unreasonably withheld or delayed, provided that the Indemnitor confirms to the Indemnitee that it is a claim to which its rights of indemnification apply. The Indemnitor shall have the right to settle or compromise monetary claims without the consent of Indemnitee; however, as to any other claim, the Indemnitor shall first obtain the prior written consent from the Indemnitee, which consent shall be exercised in the sole discretion of the Indemnitee. After notice from the Indemnitor to the Indemnitee of Indemnitor’s intent so to assume the defense, conduct, settlement, or compromise of such claim or proceedingaction, except that the Indemnitor shall not settle be liable to the Indemnitee for any legal or other expenses (including settlement costs) subsequently incurred by the Indemnitee in connection with the defense, conduct, or settlement of such claim action while the Indemnitor is diligently defending, conducting, settling, or compromising such action. The Indemnitor shall keep the Indemnitee apprised of the status of the suit, action, or proceeding without the consent of and shall make Indemnitor’s counsel reasonably available to the Indemnitee, unless such settlement is without cost or liability to at the Indemnitee’s expense, upon the request of the Indemnitee. The Indemnitee will at its own expense shall cooperate with the Indemnitor in connection with any such claim in any way that and shall make personnel, books, and records and other information reasonably requested by the Indemnitor reasonably requests in connection with available to the defense or settlement of any Indemnitor to the extent that such claim. The Indemnitee shall have the right to employ separate counsel in any such actionpersonnel, claim or proceeding books, and to participate records and other information are in the defense at possession and/or control of the Indemnitee's cost; provided however, that (i) if . If the Indemnitor does decides not assume to participate, the defense of or diligently pursue any such claim or proceeding, or (ii) if the Indemnitee reasonably determines (x) that there may be a conflict between the positions of the Indemnitor and Indemnitee in defending such claim or action, or (y) that there may be legal defenses available to Indemnitee different from or in addition to those available to Indemnitor, than separate counsel for Indemnitee shall be entitled entitled, at the Indemnitor’s expense, to participate in and conduct the defensedefend, in the case of (i) and (ii)(x)conduct, settle, or compromise such different defensesmatter with counsel satisfactory to the Indemnitor, in whose consent to the case selection of (ii)(y), and Indemnitor counsel shall not be liable for reasonable legal and other expenses incurred by Indemnitee in connection with such defenseunreasonably withheld or delayed.

Notice and Right To Defend Third-Party Claims. Upon receipt of written --------------------------------------------- notice of any claim claim, demand or assessment or the commencement of any suit, action or proceeding under in respect of which indemnity may be sought under on account of an indemnity agreement contained in this Article 9Section 7.3, the party seeking indemnification (the "Indemnitee") shall promptly promptly, but in no event later than twenty (20) days prior to the date a response or answer thereto is due (unless a response or answer is due within fewer than twenty (20) days from the date of Indemnitee's receipt of notice thereof), inform the party against whom indemnification is sought (the "Indemnitor") in writingwriting thereof. The Indemnitor shallfailure, at its own cost, defend refusal or settle neglect of such claim or proceeding, except that Indemnitee to notify the Indemnitor shall not settle within the time period specified above of any such claim or proceeding without action shall relieve such Indemnitor from any liability which it may have to such Indemnitee in connection therewith, if the consent effect of such failure, refusal or neglect is to prejudice materially the rights of the Indemnitor in defending against the claim or action. In case any claim, demand or assessment shall be asserted or suit, action or proceeding commenced against an Indemnitee, unless and such settlement is without cost or liability Indemnitee shall have timely and properly notified the Indemnitor of the commencement thereof, the Indemnitor will be entitled to participate therein, and, to the Indemniteeextent that it may wish, to assume the defense, conduct or settlement thereof, with counsel selected by the Indemnitor. After notice from the Indemnitor to the Indemnitee of its election to assume the defense, conduct or settlement thereof, the Indemnitor will not be liable to the Indemnitee for expenses incurred in connection with the defense, conduct or settlement thereof, except for such expenses as may be reasonably required to enable the Indemnitor to take over such defense, conduct or settlement. The Indemnitee will at its own expense cooperate with the Indemnitor in connection with any such claim, make personnel, witnesses, books and records relevant to the claim in any way that available to the Indemnitor at no cost, and grant such authorizations or powers of attorney to the agents, representatives and counsel of the Indemnitor as the Indemnitor may reasonably requests request in connection with the defense or settlement of any such claim. The In the event that the Indemnitor does not wish to assume the defense, conduct or settlement of any claim, demand or assessment, the Indemnitee shall have the exclusive right to prosecute, defend, compromise, settle or pay the claim in its sole discretion and pursue its rights under this Agreement; provided that, before settling any claim hereunder, the Indemnitee shall give ten (10) days' notice to the Indemnitor to allow the Indemnitor to reject the settlement, in which case Indemnitor shall defend the claim. Notwithstanding the foregoing, the Indemnitee shall have the right to employ separate counsel in any such action, claim or proceeding and to participate in the defense at Indemnitee's cost; provided howeverthereof, that but the fees and expenses of such counsel shall be paid by the Indemnitee unless (ia) if the Indemnitor does not has agreed in writing to pay such fees and expenses, (b) the Indemnitor has failed to assume the defense of such action, claim or diligently pursue proceeding or (c) the named parties to any such action, claim or proceeding, or proceeding (iiincluding any impleaded parties) if include both the Indemnitor and the Indemnitee and the Indemnitee reasonably determines (x) that there may be a conflict between the positions of the Indemnitor and Indemnitee in defending such claim one or action, or (y) that there may be more legal defenses available to Indemnitee it which are different from or in addition additional to those available to the Indemnitor (in which case, if the Indemnitee informs the Indemnitor in writing that it elects to employ separate counsel at the expense of the Indemnitor, than separate counsel for Indemnitee the Indemnitor shall be entitled not have the right to participate in and conduct assume the defensedefense of such action, claim or proceeding on behalf of the Indemnitee, it being understood, however, that the Indemnitor shall not, in the case of (i) and (ii)(x)connection with any one such action, claim or such different defensesproceeding or separate but substantially similar or related actions, claims or proceedings in the case same jurisdiction arising out of (ii)(y)the same general allegations or circumstances, and Indemnitor shall be liable for the reasonable legal fees and other expenses incurred of more than one separate firm of attorneys at any time for the Indemnitee, which firm shall be designated in writing by Indemnitee in connection with such defensethe Indemnitee).

Notice and Right To Defend Third-Party Claims. Upon Promptly upon receipt of written --------------------------------------------- notice of any claim claim, demand or assessment or the commencement of any suit, action or proceeding under with respect to which indemnity may be sought under pursuant to this Article 9Agreement, the party seeking indemnification to be indemnified or held harmless (the "Indemnitee") shall promptly inform notify in writing, if possible, within sufficient time to respond to such claim or answer or otherwise plead in such action (but in any event within thirty (30) days), the party against from whom indemnification is sought (the "Indemnitor") in writing). The In case any claim, demand or assessment shall be asserted, or suit, action or proceeding commenced against the Indemnitee, the Indemnitor shallshall be entitled, at the Indemnitor's expense, to participate therein, and, to the extent that it may wish, to assume the defense, conduct or settlement thereof, at its own costexpense, defend with counsel satisfactory to the Indemnitee, whose consent to the selection of counsel shall not be unreasonably withheld or delayed, provided that the Indemnitor confirms to the Indemnitee that it is a claim to which its rights of indemnification apply. The Indemnitor shall have the right to settle or compromise monetary claims; however, as to any other claim, the Indemnitor shall first obtain the prior written consent from the Indemnitee, which consent shall be exercised in the sole discretion of the Indemnitee. After notice from the Indemnitor to the Indemnitee of Indemnitor's intent so to assume the defense, conduct, settlement or compromise of such claim or proceedingaction, except that the Indemnitor shall not settle be liable to the Indemnitee for any legal or other expenses (including, without limitation, settlement costs) subsequently incurred by the Indemnitee in connection with the defense, conduct or settlement of such claim action while the Indemnitor is diligently defending, conducting, settling or compromising such action. The Indemnitor shall keep the Indemnitee apprised of the status of the suit, action or proceeding without the consent of and shall make Indemnitor's counsel available to the Indemnitee, unless such settlement is without cost or liability to at the Indemnitor's expense, upon the request of the Indemnitee. The Indemnitee will at its own expense shall cooperate with the Indemnitor in connection with any such claim in any way that and shall make personnel, books and records and other information relevant to the claim available to the Indemnitor reasonably requests in connection with to the defense or settlement of any extent that such claim. The Indemnitee shall have the right to employ separate counsel in any such actionpersonnel, claim or proceeding books and to participate records and other information are in the defense at possession or control of the Indemnitee's cost; provided however, that (i) if . If the Indemnitor does decides not assume to participate, the defense of or diligently pursue any such claim or proceeding, or (ii) if the Indemnitee reasonably determines (x) that there may be a conflict between the positions of the Indemnitor and Indemnitee in defending such claim or action, or (y) that there may be legal defenses available to Indemnitee different from or in addition to those available to Indemnitor, than separate counsel for Indemnitee shall be entitled entitled, at the Indemnitor's expense, to participate in and conduct defend, conduct, settle or compromise such matter with counsel satisfactory to the defenseIndemnitor, in whose consent to the case selection of (i) and (ii)(x), counsel shall not be unreasonably withheld or such different defenses, in the case of (ii)(y), and Indemnitor shall be liable for reasonable legal and other expenses incurred by Indemnitee in connection with such defense.delayed. 34

Notice and Right To Defend Third-Party Claims. Upon Promptly upon receipt of written --------------------------------------------- notice of any claim claim, demand, or assessment or the commencement of any suit, action, or proceeding under with respect to which indemnity may be sought under pursuant to this Article 9Agreement, the party seeking indemnification to be indemnified or held harmless (the "Indemnitee") shall promptly inform notify in writing, if possible, within sufficient time to respond to such claim or answer or otherwise plead in such action, the party against from whom indemnification is sought (the "Indemnitor") in writing). The In case any claim, demand, or assessment shall be asserted, or suit, action, or proceeding commenced against the Indemnitee, the Indemnitor shallshall be entitled, at the Indemnitor's expense, to participate therein, and, to the extent that it may wish, to assume the defense, conduct, or settlement thereof, at its own costexpense, defend with counsel satisfactory to the Indemnitee, whose consent to the selection of counsel shall not be unreasonably withheld or delayed, provided that the Indemnitor confirms to the Indemnitee that it is a claim to which its rights of indemnification apply. The Indemnitor shall have the right to settle or compromise monetary claims without the consent of Indemnitee; however, as to any other claim, the Indemnitor shall first obtain the prior written consent from the Indemnitee, which consent shall be exercised in the sole discretion of the Indemnitee. After notice from the Indemnitor to the Indemnitee of Indemnitor's intent so to assume the defense, conduct, settlement, or compromise of such claim or proceedingaction, except that the Indemnitor shall not settle be liable to the Indemnitee for any legal or other expenses (including, without limitation, settlement costs) subsequently incurred by the Indemnitee in connection with the defense, conduct, or settlement of such claim action while the Indemnitor is diligently defending, conducting, settling, or compromising such action. The Indemnitor shall keep the Indemnitee apprised of the status of the suit, action, or proceeding without and shall make Indemnitor's counsel available to the consent Indemnitee, at the Indemnitor's expense, upon the request of the Indemnitee. At Indemnitor's expense, unless such settlement is without cost or liability to the Indemnitee. The Indemnitee will at its own expense shall cooperate with the Indemnitor in connection with any such claim in any way that and shall make personnel, books, and records and other information relevant to the claim available to the Indemnitor reasonably requests in connection with to the defense or settlement of any extent that such claim. The Indemnitee shall have the right to employ separate counsel in any such actionpersonnel, claim or proceeding books, and to participate records and other information are in the defense at possession and/or control of the Indemnitee's cost; provided however, that (i) if . If the Indemnitor does decides not assume to participate, the defense of or diligently pursue any such claim or proceeding, or (ii) if the Indemnitee reasonably determines (x) that there may be a conflict between the positions of the Indemnitor and Indemnitee in defending such claim or action, or (y) that there may be legal defenses available to Indemnitee different from or in addition to those available to Indemnitor, than separate counsel for Indemnitee shall be entitled entitled, at the Indemnitor's expense, to participate in and conduct the defensedefend, in the case of (i) and (ii)(x)conduct, settle, or compromise such different defensesmatter with counsel satisfactory to the Indemnitor, in whose consent to the case selection of (ii)(y), and Indemnitor counsel shall not be liable for reasonable legal and other expenses incurred by Indemnitee in connection with such defenseunreasonably withheld or delayed.

Notice and Right To Defend Third-Party Claims. Upon Promptly upon receipt of written --------------------------------------------- notice of any claim claim, demand or assessment or the commencement of any suit, action or proceeding under with respect to which indemnity may be sought under pursuant to this Article 9Agreement, the party seeking indemnification to be indemnified or held harmless (the "Indemnitee") shall promptly inform notify in writing, if possible, within sufficient time to respond to such claim or answer or otherwise plead in such action (but in any event within thirty (30) days, the party against from whom indemnification is sought (the "Indemnitor") in writing). The In case any claim, demand or assessment shall be asserted, or suit, action or proceeding commenced against the Indemnitee, the Indemnitor shallshall be entitled, at the Indemnitor's expense, to participate therein, and, to the extent that it may wish, to assume the defense, conduct or settlement thereof, at its own costexpense, defend with counsel of Indemnitor's choice shall not be unreasonably withheld or delayed, provided that the Indemnitor confirms to the Indemnitee that it is a claim to which its rights of indemnification apply. The Indemnitor shall have the right to settle or compromise monetary claims; however, as to any other claim, the Indemnitor shall first obtain the prior written consent from the Indemnitee, which consent shall be exercised in the sole discretion of the Indemnitee. After notice from the Indemnitor to the Indemnitee of Indemnitor's intent so to assume the defense, conduct, settlement or compromise of such claim or proceedingaction, except that the Indemnitor shall not settle be liable to the Indemnitee for any legal or other expenses (including, without limitation, settlement costs) subsequently incurred by the Indemnitee in connection with the defense, conduct or settlement of such claim action while the Indemnitor is diligently defending, conducting, settling or compromising such action. The Indemnitor shall keep the Indemnitee apprised of the status of the suit, action or proceeding without the consent of and shall make Indemnitor's counsel available to the Indemnitee, unless such settlement is without cost or liability to at the Indemnitor's expense, upon the request of the Indemnitee. The Indemnitee will at its own expense shall cooperate with the Indemnitor in connection with any such claim in any way that and shall make personnel, books and records and other information relevant to the claim available to the Indemnitor reasonably requests in connection with to the defense or settlement of any extent that such claim. The Indemnitee shall have the right to employ separate counsel in any such actionpersonnel, claim or proceeding books and to participate records and other information are in the defense at possession and/or control of the Indemnitee's cost; provided however, that (i) if . If the Indemnitor does not assume declines to participate, the defense of or diligently pursue any such claim or proceeding, or (ii) if the Indemnitee reasonably determines (x) that there may be a conflict between the positions of the Indemnitor and Indemnitee in defending such claim or action, or (y) that there may be legal defenses available to Indemnitee different from or in addition to those available to Indemnitor, than separate counsel for Indemnitee shall be entitled entitled, at the Indemnitor's expense, to participate in and conduct defend, conduct, settle or compromise such matter with counsel satisfactory to the defenseIndemnitor, in whose consent to the case selection of (i) and (ii)(x), counsel shall not be unreasonably withheld or such different defenses, in the case of (ii)(y), and Indemnitor shall be liable for reasonable legal and other expenses incurred by Indemnitee in connection with such defensedelayed.

Notice and Right To Defend Third-Party Claims. Upon Promptly, upon receipt of written --------------------------------------------- notice of any claim claim, demand or assessment made by any Third Party or the commencement of any suit, action or proceeding under brought by any Third Party in respect of which indemnity may be sought under this on account of any provision of Article 9XV hereof, the party seeking indemnification (the "“Indemnitee"”) shall promptly inform will give written notice thereof to the party against from whom indemnification is sought (the "“Indemnitor"”) promptly and in writing. The any event within sufficient time to enable the Indemnitor shall, at its own cost, defend or settle to respond to such claim or proceedinganswer or otherwise plead in such action. The failure or omission of such Indemnitee to notify promptly the Indemnitor of any such Third Party claim or action shall not relieve such Indemnitor from any liability which it may have to such Indemnitee in connection therewith, on account of any indemnity agreement contained in Article XV hereof, except to the extent that the Indemnitor shall not settle have been materially prejudiced thereby. In case any such claim Third Party claim, demand or assessment shall be asserted or Third Party suit, action or proceeding without commenced against an Indemnitee, the consent Indemnitor shall be entitled to participate therein, and, to the extent that it may wish, to assume the defense, conduct or settlement thereof, with counsel reasonably satisfactory to the Indemnitee by providing the Indemnitee with written notice within 10 days after receipt of the Indemnitee’s notice of the claim, unless such settlement is without cost demand or liability assessment. After notice from the Indemnitor to the IndemniteeIndemnitee of its election so to assume the defense, conduct or settlement thereof within such 10-day period, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense, conduct or settlement thereof. The Indemnitee will at its own expense cooperate with the Indemnitor in connection with any such claim, and make personnel, books and records relevant to the claim in any way available to the Indemnitor. In the event that the Indemnitor reasonably requests in connection with the defense or settlement of any such claim. The Indemnitee shall have the right to employ separate counsel in any such action, claim or proceeding and to participate in the defense at Indemnitee's cost; provided however, that (i) if the Indemnitor does not assume the defense defense, conduct or settlement of any Third Party claim, demand, or diligently pursue any assessment within the foregoing 10-day period, the Indemnitee will not settle such claim, demand, or assessment without the consent of the Indemnitor, which shall not be unreasonably withheld. A claim shall be deemed conceded, unless the Indemnitor shall contest it by giving written notice thereof to the Indemnitee within 30 days after such claim or proceeding, or (ii) if the Indemnitee reasonably determines (x) that there may be a conflict between the positions of the Indemnitor and Indemnitee in defending such claim or action, or (y) that there may be legal defenses available to Indemnitee different from or in addition to those available to Indemnitor, than separate counsel for Indemnitee shall be entitled to participate in and conduct the defense, in the case of (i) and (ii)(x), or such different defenses, in the case of (ii)(y), and Indemnitor shall be liable for reasonable legal and other expenses incurred by Indemnitee in connection with such defenseis made.

Notice and Right To Defend Third-Party Claims. Upon Promptly upon receipt of written --------------------------------------------- notice of any claim claim, demand, or assessment or the commencement of any suit, action, or proceeding under with respect to which indemnity may be sought under pursuant to this Article 9Agreement, the party seeking indemnification to be indemnified or held harmless (the "“Indemnitee"”) shall promptly inform notify in writing, if possible, within sufficient time to respond to such claim or answer or otherwise plead in such action, the party against from whom indemnification is sought (the "“Indemnitor") in writing”). The In case any claim, demand, or assessment shall be asserted, or suit, action, or proceeding commenced against the Indemnitee, the Indemnitor shallshall be entitled, at the Indemnitor’s expense, to participate therein, and, to the extent that it may wish, to assume the defense, conduct, or settlement thereof, at its own costexpense, defend with counsel satisfactory to the Indemnitee, whose consent to the selection of counsel shall not be unreasonably withheld or delayed. The Indemnitor shall have the right to settle or compromise monetary claims without the consent of Indemnitee; however, as to any other claim, the Indemnitor shall first obtain the prior written consent from the Indemnitee, which consent shall be exercised in the sole discretion of the Indemnitee. After notice from the Indemnitor to the Indemnitee of Indemnitor’s intent so to assume the defense, conduct, settlement, or compromise of such claim or proceedingaction, except that the Indemnitor shall not settle be liable to the Indemnitee for any legal or other expenses (including, without limitation, settlement costs) subsequently incurred by the Indemnitee in connection with the defense, conduct, or settlement of such claim action while the Indemnitor is diligently defending, conducting, settling, or compromising such action. The Indemnitor shall keep the Indemnitee apprised of the status of the suit, action, or proceeding without the consent of and shall make Indemnitor’s counsel available to the Indemnitee, unless such settlement is without cost or liability to at the Indemnitor’s expense, upon the request of the Indemnitee. The Indemnitee will at its own expense shall cooperate with the Indemnitor in connection with any such claim in any way that and shall make personnel, books, and records and other information relevant to the claim available to the Indemnitor reasonably requests in connection with to the defense or settlement of any extent that such claim. The Indemnitee shall have the right to employ separate counsel in any such actionpersonnel, claim or proceeding books, and to participate records and other information are in the defense at possession and/or control of the Indemnitee's cost; provided however, that (i) if . If the Indemnitor does decides not assume to participate, the defense of or diligently pursue any such claim or proceeding, or (ii) if the Indemnitee reasonably determines (x) that there may be a conflict between the positions of the Indemnitor and Indemnitee in defending such claim or action, or (y) that there may be legal defenses available to Indemnitee different from or in addition to those available to Indemnitor, than separate counsel for Indemnitee shall be entitled entitled, at the Indemnitor’s expense, to participate in and conduct the defensedefend, in the case of (i) and (ii)(x)conduct, settle, or compromise such different defensesmatter with counsel satisfactory to the Indemnitor, in whose consent to the case selection of (ii)(y), and Indemnitor counsel shall not be liable for reasonable legal and other expenses incurred by Indemnitee in connection with such defenseunreasonably withheld or delayed.

Notice and Right To Defend Third-Party Claims. Upon receipt of written --------------------------------------------- notice of any claim claim, demand or assessment, or the commencement of any suit, action or proceeding under in respect of which indemnity may be sought under on account Section 9.01 or 9.02 of this Article 9Agreement, the party seeking indemnification (the "Indemnitee") shall promptly promptly, but in no event later than twenty (20) days prior to the date a response or answer thereto is due (unless a response or answer is due within fewer than twenty (20) days from the date the Indemnitee's receipt of notice thereof), inform the party against whom indemnification is sought (the "Indemnitor") in writingwriting thereof. The Indemnitor shallfailure, at its own cost, defend refusal or settle neglect of such claim or proceeding, except that Indemnitee to notify the Indemnitor shall not settle within the time period specified above of any such claim or proceeding without action shall relieve such Indemnitor from any liability which it may have to such Indemnitee in connection therewith, if the consent effect of such failure, refusal or neglect is to prejudice materially the rights of the Indemnitor in defending against the claim or action. In case any claim, demand or assessment shall be asserted or any suit, action or proceeding is commenced against an Indemnitee, unless and such settlement is without cost or liability Indemnitee shall have timely and property notified the Indemnitor of the commencement thereof, the Indemnitor will be entitled to participate therein, and, to the Indemniteeextent that it may wish, to assume the defense, conduct or settlement thereof, with counsel selected by the Indemnitor. After notice from the Indemnitor to the Indemnitee of its election to assume the defense, conduct or settlement thereof, the Indemnitor will not be liable to the Indemnitee for expenses incurred in connection with the defense, conduct or settlement thereof, except for such expenses as may be reasonably required to enable the Indemnitor to take over such defense, conduct or settlement. The Indemnitee will at its own expense cooperate with the Indemnitor in connection with any such claim, make personnel, witnesses, books and records relevant to the claim in any way that available to the Indemnitor at no cost, and grant such authorizations or powers of attorney to the agents, representatives and counsel of the Indemnitor as the Indemnitor may reasonably requests request in connection with the defense or settlement of any such claim; provided that, before settling any claim hereunder, the Indemnitor shall give ten (10) days notice to the Indemnitee to provide the Indemnitee with the opportunity to reject the settlement, and in the case of any rejection of any settlement that would have released Indemnitee of any liability, Indemnitee shall thereafter defend the claim at its own expense. The In the event that the Indemnitor does not wish to assume the defense, conduct or settlement of any claim, demand or assessment, the Indemnitee shall have the exclusive right to prosecute, defend, compromise, settle or pay the claim in its sole discretion and pursue its rights under this Agreement; provided that, before settling any claim hereunder, the Indemnitee shall give ten (10) days' notice to the Indemnitor to provide the Indemnitor with the opportunity to reject the settlement, and in the case of any rejection of any settlement that would have released Indemnitor of any liability, Indemnitor shall thereafter, at Indemnitee's election, defend the claim at Indemnitor's own expense. Notwithstanding the foregoing, the Indemnitee shall have the right to employ separate counsel in any such action, claim or proceeding and to participate in the defense at Indemnitee's cost; provided howeverthereof, that but the fees and expense of such counsel shall be paid by the Indemnitee unless (ia) if the Indemnitor does not has agreed in writing to pay such fees and expenses, (b) the Indemnitor has failed to assume the defense of such action, claim or diligently pursue proceeding or (c) the named parties to any such action, claim or proceeding, or proceeding (iiincluding any impleaded parties) if include both the Indemnitor and the Indemnitee and the Indemnitee reasonably determines (x) that there may be a conflict between the positions of the Indemnitor and Indemnitee in defending such claim one or action, or (y) that there may be more legal defenses available to Indemnitee it which are different from or in addition additional to those available to the Indemnitor (in which case, if Indemnitee informs the Indemnitor in writing that it elects to employ separate counsel at the expense of the Indemnitor, than separate counsel for Indemnitee the Indemnitor shall be entitled not have the right to participate in and conduct assume the defensedefense of such action, claim or proceeding on behalf of the Indemnitee, it being understood, however, that the Indemnitor shall not, in the case of (i) and (ii)(x)connection with any one such action, claim or such different defensesproceeding or separate but substantially similar or related actions, claims or proceeding in the case same jurisdiction arising out of (ii)(y)the same general allegations or circumstances, and Indemnitor shall be liable for the reasonable legal fees and other expenses incurred of more than one separate firm of attorneys at any time for the Indemnitee, which firm shall be designated in writing by Indemnitee in connection with such defensethe Indemnitee).

Notice and Right To Defend Third-Party Claims. Upon Promptly upon receipt of written --------------------------------------------- notice of any claim claim, demand, or assessment or the commencement of any suit, action, or proceeding under with respect to which indemnity may be sought under pursuant to this Article 9Agreement, the party seeking indemnification to be indemnified or held harmless (the "Indemnitee") shall promptly inform notify in writing, if possible, within sufficient time to respond to such claim or answer or otherwise plead in such action (but in any event within ten days, the party against from whom indemnification is sought (the "Indemnitor") in writing). The In case any claim, demand, or assessment shall be asserted, or suit, action, or proceeding commenced against the Indemnitee, the Indemnitor shallshall be entitled, at the Indemnitor's expense, to participate therein, and, to the extent that it may wish, to assume the defense, conduct, or settlement thereof, at its own costexpense, defend with counsel satisfactory to the Indemnitee, whose consent to the selection of counsel shall not be unreasonably withheld or delayed, provided that the Indemnitor confirms to the Indemnitee that it is a claim to which its rights of indemnification apply. The Indemnitor shall have the right to settle or compromise monetary claims without the consent of Indemnitee; however, as to any other claim, the Indemnitor shall first obtain the prior written consent from the Indemnitee, which consent shall be exercised in the sole discretion of the Indemnitee. After notice from the Indemnitor to the Indemnitee of Indemnitor's intent so to assume the defense, conduct, settlement, or compromise of such claim or proceedingaction, except that the Indemnitor shall not settle be liable to the Indemnitee for any legal or other expenses (including, without limitation, settlement costs) subsequently incurred by the Indemnitee in connection with the defense, conduct, or settlement of such claim action while the Indemnitor is diligently defending, conducting, settling, or compromising such action. The Indemnitor shall keep the Indemnitee apprised of the status of the suit, action, or proceeding without the consent of and shall make Indemnitor's counsel available to the Indemnitee, unless such settlement is without cost or liability to at the Indemnitor's expense, upon the request of the Indemnitee. The Indemnitee will at its own expense shall cooperate with the Indemnitor in connection with any such claim in any way that and shall make personnel, books and records and other information relevant to the claim available to the Indemnitor reasonably requests in connection with to the defense or settlement of any extent that such claim. The Indemnitee shall have the right to employ separate counsel in any such actionpersonnel, claim or proceeding books and to participate records and other information are in the defense at possession and/or control of the Indemnitee's cost; provided however, that (i) if . If the Indemnitor does decides not assume to participate, the defense of or diligently pursue any such claim or proceeding, or (ii) if the Indemnitee reasonably determines (x) that there may be a conflict between the positions of the Indemnitor and Indemnitee in defending such claim or action, or (y) that there may be legal defenses available to Indemnitee different from or in addition to those available to Indemnitor, than separate counsel for Indemnitee shall be entitled entitled, at the Indemnitor's sole cost and expense, to participate in and conduct defend, conduct, settle or compromise such matter with counsel satisfactory to the defenseIndemnitor, in whose consent to the case selection of (i) and (ii)(x), counsel shall not be unreasonably withheld or such different defenses, in the case of (ii)(y), and Indemnitor shall be liable for reasonable legal and other expenses incurred by Indemnitee in connection with such defensedelayed.

Notice and Right To Defend Third-Party Claims. Upon Promptly upon receipt of written --------------------------------------------- notice of any claim claim, demand, or assessment or the commencement of any suit, action, or proceeding under with respect to which indemnity may be sought under pursuant to this Article 9Agreement, the party seeking indemnification to be indemnified or held harmless (the "Indemnitee") shall promptly inform notify in writing, if possible, within sufficient time to respond to such claim or answer or otherwise plead in such action (but in any event within ten days, the party against from whom indemnification is sought (the "Indemnitor") in writing). The In case any claim, demand, or assessment shall be asserted, or suit, action, or proceeding commenced against the Indemnitee, the Indemnitor shallshall be entitled, at the Indemnitor's expense, to participate therein, and, to the extent that it may wish, to assume the defense, conduct, or settlement thereof, at its own costexpense, defend with counsel satisfactory to the Indemnitee, whose consent to the selection of counsel shall not be unreasonably withheld or delayed, provided that the Indemnitor confirms to the Indemnitee that it is a claim to which its rights of indemnification apply. The Indemnitor shall have the right to settle or compromise monetary claims without the consent of Indemnitee; however, as to any other claim, the Indemnitor shall first obtain the prior written consent from the Indemnitee, which consent shall be exercised in the sole discretion of the Indemnitee. After notice from the Indemnitor to the Indemnitee of Indemnitor's intent so to assume the defense, conduct, settlement, or compromise of such claim or proceedingaction, except that the Indemnitor shall not settle be liable to the Indemnitee for any legal or other expenses (including, without limitation, settlement costs) subsequently incurred by the Indemnitee in connection with the defense, conduct, or settlement of such claim action while the Indemnitor is diligently defending, conducting, settling, or compromising such action. The Indemnitor shall keep the Indemnitee apprised of the status of the suit, action, or proceeding without the consent of and shall make Indemnitor's counsel available to the Indemnitee, unless such settlement is without cost or liability to at the Indemnitor's expense, upon the request of the Indemnitee. The Indemnitee will at its own expense shall cooperate with the Indemnitor in connection with any such claim in any way that and shall make personnel, books and records and other information relevant to the claim available to the Indemnitor reasonably requests in connection with to the defense or settlement of any extent that such claim. The Indemnitee shall have the right to employ separate counsel in any such actionpersonnel, claim or proceeding books and to participate records and other information are in the defense at possession and/or control of the Indemnitee's cost; provided however, that (i) if . If the Indemnitor does decides not assume to participate, the defense of or diligently pursue any such claim or proceeding, or (ii) if the Indemnitee reasonably determines (x) that there may be a conflict between the positions of the Indemnitor and Indemnitee in defending such claim or action, or (y) that there may be legal defenses available to Indemnitee different from or in addition to those available to Indemnitor, than separate counsel for Indemnitee shall be entitled entitled, at the Indemnitor's expense, to participate in and conduct defend, conduct, settle or compromise such matter with counsel satisfactory to the defenseIndemnitor, in whose consent to the case selection of (i) and (ii)(x), counsel shall not be unreasonably withheld or such different defenses, in the case of (ii)(y), and Indemnitor shall be liable for reasonable legal and other expenses incurred by Indemnitee in connection with such defensedelayed.

Notice and Right To Defend Third-Party Claims. Upon Promptly upon receipt of written --------------------------------------------- notice of any claim claim, demand, or assessment or the commencement of any suit, action, or proceeding under with respect to which indemnity may be sought under pursuant to this Article 9Agreement, the party seeking indemnification to be indemnified or held harmless (the "Indemnitee") shall promptly inform notify in writing, if possible, within sufficient time to respond to such claim or answer or otherwise plead in such action (but in any event within ten days), the party against from whom indemnification is sought (the "Indemnitor") in writing). The In case any claim, demand, or assessment shall be asserted, or suit, action, or proceeding commenced against the Indemnitee, the Indemnitor shallshall be entitled, at the Indemnitor's expense, to participate therein, and, to the extent that it may wish, to assume the defense, conduct, or settlement thereof, at its own costexpense, defend with counsel satisfactory to the Indemnitee, whose consent to the selection of counsel shall not be unreasonably withheld or delayed, provided that the Indemnitor confirms to the Indemnitee that it is a claim to which its rights of indemnification apply. The Indemnitor shall have the right to settle or compromise monetary claims without the consent of Indemnitee; however, as to any other claim, the Indemnitor shall first obtain the prior written consent from the Indemnitee, which consent shall be exercised in the sole discretion of the Indemnitee. After notice from the Indemnitor to the Indemnitee of Indemnitor's intent so to assume 30 the defense, conduct, settlement, or compromise of such claim or proceedingaction, except that the Indemnitor shall not settle be liable to the Indemnitee for any legal or other expenses (including, without limitation, settlement costs) subsequently incurred by the Indemnitee in connection with the defense, conduct, or settlement of such claim action while the Indemnitor is diligently defending, conducting, settling, or compromising such action. The Indemnitor shall keep the Indemnitee apprised of the status of the suit, action, or proceeding without the consent of and shall make Indemnitor's counsel available to the Indemnitee, unless such settlement is without cost or liability to at the Indemnitor's expense, upon the request of the Indemnitee. The Indemnitee will at its own expense shall cooperate with the Indemnitor in connection with any such claim in any way that and shall make personnel, books and records and other information relevant to the claim available to the Indemnitor reasonably requests in connection with to the defense or settlement of any extent that such claim. The Indemnitee shall have the right to employ separate counsel in any such actionpersonnel, claim or proceeding books and to participate records and other information are in the defense at possession and/or control of the Indemnitee's cost; provided however, that (i) if . If the Indemnitor does decides not assume to participate, the defense of or diligently pursue any such claim or proceeding, or (ii) if the Indemnitee reasonably determines (x) that there may be a conflict between the positions of the Indemnitor and Indemnitee in defending such claim or action, or (y) that there may be legal defenses available to Indemnitee different from or in addition to those available to Indemnitor, than separate counsel for Indemnitee shall be entitled entitled, at the Indemnitor's expense, to participate in and conduct defend, conduct, settle or compromise such matter with counsel satisfactory to the defenseIndemnitor, in whose consent to the case selection of (i) and (ii)(x), counsel shall not be unreasonably withheld or such different defenses, in the case of (ii)(y), and Indemnitor shall be liable for reasonable legal and other expenses incurred by Indemnitee in connection with such defensedelayed.

Notice and Right To Defend Third-Party Claims. Upon Promptly, upon receipt of written --------------------------------------------- notice of any claim claim, demand or assessment made by any Third Party or the commencement of any suit, action or proceeding under brought by any Third Party in respect of which indemnity may be sought under this on account of any provision of Article 9XV hereof, the party seeking indemnification (the "Indemnitee") shall promptly inform will give written notice thereof to the party against from whom indemnification is sought (the "Indemnitor") promptly and in writing. The any event within sufficient time to enable the Indemnitor shall, at its own cost, defend or settle to respond to such claim or proceedinganswer or otherwise plead in such action. The failure or omission of such Indemnitee to notify promptly the Indemnitor of any such Third Party claim or action shall not relieve such Indemnitor from any liability which it may have to such Indemnitee in connection therewith, on account of any indemnity agreement contained in Article XV hereof, except to the extent that the Indemnitor shall not settle have been materially prejudiced thereby. In case any such claim Third Party claim, demand or assessment shall be asserted or Third Party suit, action or proceeding without commenced against an Indemnitee, and such Indemnitee shall notify the consent Indemnitor of the commencement thereof, the Indemnitor shall be entitled to participate therein, and, to the extent that it may wish, to assume the defense, conduct or settlement thereof, with counsel reasonably satisfactory to the Indemnitee by providing the Indemnitee with written notice within 10 days after receipt of the Indemnitee's notice of the claim, unless such settlement is without cost demand or liability assessment. After notice from the Indemnitor to the IndemniteeIndemnitee of its election so to assume the defense, conduct or settlement thereof within such 10-day period, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense, conduct or settlement thereof. The Indemnitee will at its own expense cooperate with the Indemnitor in connection with any such claim, and make personnel, books and records relevant to the claim in any way available to the Indemnitor. In the event that the Indemnitor reasonably requests in connection with the defense or settlement of any such claim. The Indemnitee shall have the right to employ separate counsel in any such action, claim or proceeding and to participate in the defense at Indemnitee's cost; provided however, that (i) if the Indemnitor does not assume the defense defense, conduct or settlement of any Third Party claim, demand, or diligently pursue any assessment within the foregoing 10- day period, the Indemnitee will not settle such claim, demand, or assessment without the consent of the Indemnitor, which shall not be unreasonably withheld. A claim shall be deemed conceded, unless the Indemnitor shall contest it by giving written notice thereof to the Indemnitee within thirty (30) days after such claim or proceeding, or (ii) if the Indemnitee reasonably determines (x) that there may be a conflict between the positions of the Indemnitor and Indemnitee in defending such claim or action, or (y) that there may be legal defenses available to Indemnitee different from or in addition to those available to Indemnitor, than separate counsel for Indemnitee shall be entitled to participate in and conduct the defense, in the case of (i) and (ii)(x), or such different defenses, in the case of (ii)(y), and Indemnitor shall be liable for reasonable legal and other expenses incurred by Indemnitee in connection with such defenseis made.

Notice and Right To Defend Third-Party Claims. Upon Promptly upon receipt of written --------------------------------------------- notice of any claim claim, demand, or assessment or the commencement of any suit, action, or proceeding under with respect to which indemnity may be sought under pursuant to this Article 9Agreement (a “Third Party Claim”), Buyer, Company, or Xxxxxxxx, as the case may be, (the “Indemnitee”) shall notify in writing, if possible, within sufficient time to respond to such Third Party Claim or to answer or otherwise plead in such action (but in any event within 30 days), the party seeking indemnification (the "Indemnitee") shall promptly inform the party against from whom indemnification is sought (the "“Indemnitor") in writing”). In case any Third Party Claim shall be asserted, or any suit, action, or proceeding commenced against the Indemnitee, the Indemnitor shall be entitled, at the Indemnitor’s expense, to participate therein, and, to the extent that the Indemnitor may wish, to assume the defense, conduct, or settlement thereof, at the Indemnitor’s own expense, with counsel satisfactory to the Indemnitee, whose consent to the selection of counsel shall not be unreasonably withheld or delayed, provided that the Indemnitor confirms to the Indemnitee that it is a claim to which its rights of indemnification apply. The assumption of the defense, compromise, and settlement of such Third Party Claim by the Indemnitor shall be an acknowledgement of the obligation of the Indemnitor to indemnify the Indemnitee with respect to such claim hereunder. The Indemnitor shallshall have the right to settle or compromise monetary claims. As to any settlement or compromise of any other claim, at its own costhowever, defend or settle such claim or proceeding, except that the Indemnitor shall first obtain the prior written consent from the Indemnitee, which consent shall be exercised in the sole discretion of the Indemnitee. If the Indemnitor decides not settle any to participate, the Indemnitee shall be entitled, at the Indemnitor’s expense, to defend, conduct, settle, or compromise such claim matter with counsel satisfactory to the Indemnitor, whose consent to the selection of counsel shall not be unreasonably withheld or proceeding without delayed. Notwithstanding the consent above, if, in the reasonable opinion of the Indemnitee, unless such settlement is any Third Party Claim or the litigation or resolution thereof involves an issue or matter that could have a material adverse effect on the business, operations, assets, properties, or prospects of the Indemnitee (including, without cost or liability to limitation, the Indemnitee. The administration of the tax returns and responsibilities of the Indemnitee will at its own expense cooperate with under applicable tax laws), the Indemnitor in connection with any such claim in any way that the Indemnitor reasonably requests in connection with the defense or settlement of any such claim. The Indemnitee shall have the right to employ separate counsel in any control the defense, compromise, and settlement of such actionThird Party Claim undertaken by the Indemnitor, claim or proceeding and to participate in the defense at Indemnitee's cost; provided however, that (i) if the Indemnitor does not assume the defense costs and expenses of or diligently pursue any such claim or proceeding, or (ii) if the Indemnitee reasonably determines (x) that there may in connection therewith shall be a conflict between included as part of the positions indemnification obligation of the Indemnitor and Indemnitee in defending such claim or action, or (y) that there may be legal defenses available to Indemnitee different from or in addition to those available to Indemnitor, than separate counsel for hereunder. If the Indemnitee shall be entitled elect to exercise such right, the Indemnitor shall have the right to participate in and conduct in, but not to control, the defense, in the case of (i) and (ii)(x), or such different defenses, in the case of (ii)(y)compromise, and Indemnitor shall be liable for reasonable legal settlement of such Third Party Claim at its sole cost and other expenses incurred by Indemnitee in connection with such defenseexpense.

Notice and Right To Defend Third-Party Claims. Upon Promptly, upon receipt of written --------------------------------------------- notice of any claim claim, demand or assessment made by any Third Party or the commencement of any suit, action or proceeding under brought by any Third Party in respect of which indemnity may be sought under this on account of any provision of Article 9XV hereof, the party seeking indemnification (the "Indemnitee") shall promptly inform will give written notice thereof to the party against from whom indemnification is sought (the "Indemnitor") promptly and in writing. The any event within sufficient time to enable the Indemnitor shall, at its own cost, defend or settle to respond to such claim or proceedinganswer or otherwise plead in such action. The failure or omission of such Indemnitee so to notify promptly the Indemnitor of any such Third Party claim or action shall not relieve such Indemnitor from any liability which it may have to such Indemnitee in connection therewith, on account of any indemnity agreement contained in Article XV hereof, except to the extent that the Indemnitor shall not settle have been actually prejudiced thereby. In case any such claim Third Party claim, demand or assessment shall be asserted or Third Party suit, action or proceeding without commenced against an Indemnitee, and such Indemnitee shall notify the consent Indemnitor of the commencement thereof, the Indemnitor shall be entitled to participate therein, and, to the extent that it may wish, to assume the defense, conduct or settlement thereof, with counsel reasonably satisfactory to the Indemnitee by providing the Indemnitee with written notice within 10 days after receipt of the Indemnitee's notice of the claim, unless such settlement is without cost demand or liability assessment. After notice from the Indemnitor to the IndemniteeIndemnitee of its election so to assume the defense, conduct or settlement thereof within such 10-day period, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense, conduct or settlement thereof. The Indemnitee will at its own expense cooperate with the Indemnitor in connection with any such claim, and make personnel, books and records relevant to the claim in any way available to the Indemnitor. In the event that the Indemnitor reasonably requests in connection with the defense or settlement of any such claim. The Indemnitee shall have the right to employ separate counsel in any such action, claim or proceeding and to participate in the defense at Indemnitee's cost; provided however, that (i) if the Indemnitor does not assume the defense defense, conduct or settlement of any Third Party claim, demand, or diligently pursue any assessment within the foregoing 10-day period, the Indemnitee will not settle such claim, demand, or assessment without the consent of the Indemnitor, which shall not be unreasonably withheld. A claim shall be deemed conceded, unless the Indemnitor shall contest it by giving written notice thereof to the Indemnitee within thirty (30) days after such claim or proceeding, or (ii) if the Indemnitee reasonably determines (x) that there may be a conflict between the positions of the Indemnitor and Indemnitee in defending such claim or action, or (y) that there may be legal defenses available to Indemnitee different from or in addition to those available to Indemnitor, than separate counsel for Indemnitee shall be entitled to participate in and conduct the defense, in the case of (i) and (ii)(x), or such different defenses, in the case of (ii)(y), and Indemnitor shall be liable for reasonable legal and other expenses incurred by Indemnitee in connection with such defenseis made.

Notice and Right To Defend Third-Party Claims. Upon Promptly upon receipt of written --------------------------------------------- notice of any claim claim, demand, or assessment made by any Third Party or the commencement of any suit, action, or proceeding under brought by any Third Party in respect of which indemnity may be sought under any provision of Section 3 of this Article 9Agreement, the party seeking indemnification (the "Indemnitee") shall promptly inform will give written notice thereof to the party against from whom indemnification is sought (the "Indemnitor") promptly and in writingany event within sufficient time to enable the Indemnitor to respond to such claim, demand, or assessment or answer or otherwise plead in such suit, action, or proceeding. The failure or omission of such Indemnitee to so notify promptly the Indemnitor shallof any such Third Party claim, at its own costdemand, defend assessment, suit, action, or settle proceeding shall not relieve such claim or proceedingIndemnitor from any liability which it may have to such Indemnitee in connection therewith, except to the extent that the Indemnitor shall not settle have been actually prejudiced thereby. In case any such claim Third Party claim, demand, or assessment shall be asserted or Third Party suit, action, or proceeding without commenced against an Indemnitee, and such Indemnitee shall notify the consent Indemnitor of the commencement thereof, the Indemnitor shall be entitled to participate therein, and, to the extent that it may wish, to assume the defense, conduct, or settlement thereof, with counsel reasonably satisfactory to the Indemnitee by providing the Indemnitee with written notice within 10 business days after the Indemnitor's receipt of the Indemnitee's notice of the claim, unless such settlement is without cost demand, assessment, suit, action, or liability proceeding. After notice from the Indemnitor to the IndemniteeIndemnitee of its election so to assume the defense, conduct, or settlement thereof within such 10 business day period, the Indemnitor will not be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense, conduct, or settlement thereof. The Indemnitee Indemnitee, at Indemnitor's cost and expense, will at its own expense cooperate with the Indemnitor in connection with any such claim, and make personnel, books and records relevant to the claim in any way that available to the Indemnitor reasonably requests in connection with the defense or settlement of any Indemnitor. Neither party shall settle such claim. The Indemnitee shall have the right to employ separate counsel in any such , demand, assessment, suit, action, claim or proceeding and without the consent of the other party, which shall not be unreasonably withheld provided that in no event shall either party be obligated to participate in the defense at Indemnitee's cost; provided however, that consent to any settlement which (i) if the Indemnitor does not assume the defense arises from or is part of or diligently pursue any such claim criminal action, suit, or proceeding, or (ii) if contains a stipulation to, confession of judgment with respect to, or admission or acknowledgment of, any liability or wrongdoing on the Indemnitee reasonably determines part of such party, (xiii) that there may be a conflict between the positions of the Indemnitor and Indemnitee in defending provides for injunctive relief, or other relief or finding other than money damages, which is binding on such claim or actionparty, or (yiv) that there may be legal defenses available to Indemnitee different from or in addition to those available to Indemnitor, than separate counsel for Indemnitee shall be entitled to participate in and conduct the defense, in the case does not contain an unconditional release of (i) and (ii)(x), or such different defenses, in the case of (ii)(y), and Indemnitor shall be liable for reasonable legal and other expenses incurred by Indemnitee in connection with such defenseparty.

Notice and Right To Defend Third-Party Claims. (a) Upon receipt of written --------------------------------------------- notice of any claim claim, demand or assessment or the commencement of any suit, action or proceeding under in respect of which indemnity may be sought on account of an indemnity obligation contained in this Article X (which shall constitute the sole source of any indemnity obligation under this Article 9Agreement or any other Transaction Document), the party Party seeking indemnification (the "Indemnitee") shall promptly promptly, but in no event later than twenty (20) days prior to the date a response or answer thereto is due (unless a response or answer is due within fewer than twenty (20) days from the date of Indemnitee's receipt of notice thereof and in any event ten (10) days prior to the date such answer is due), inform the party Party against whom indemnification is sought (the "Indemnitor") in writingwriting thereof. The Indemnitor shallfailure, at its own cost, defend refusal or settle neglect of such claim or proceeding, except that Indemnitee to notify the Indemnitor shall not settle within the time period specified above of any such claim or proceeding without the consent of the Indemniteeaction shall not relieve such Indemnitor from any liability which it may have to such Indemnitee in connection therewith, unless the effect of such settlement failure, refusal or neglect is without cost or liability to prejudice materially the Indemnitee. The Indemnitee will at its own expense cooperate with rights of the Indemnitor in connection with defending against the claim or action. If any claim, demand or assessment shall be asserted or suit, action or proceeding commenced against an Indemnitee, and such claim in any way that Indemnitee shall have timely and properly notified the Indemnitor reasonably requests in connection with of the defense or settlement of any such claim. The Indemnitee commencement thereof, Indemnitor shall have the right to employ separate assume the defense, conduct or settlement thereof at the expense of the Indemnitor, with counsel in any such actionselected by Indemnitor, claim or proceeding and which shall be reasonably acceptable to participate in the defense at Indemnitee's cost; provided however, that (i) if the . Should Indemnitor does not so elect to assume the defense of or diligently pursue any such claim or proceedinga claim, or (ii) if the Indemnitee reasonably determines (x) that there may be a conflict between the positions of the Indemnitor and Indemnitee in defending such claim or action, or (y) that there may be legal defenses available to Indemnitee different from or in addition to those available to Indemnitor, than separate counsel for Indemnitee shall be entitled to participate in and conduct the defense, take all steps necessary in the case of (i) defense or settlement thereof and (ii)(x), or such different defenses, in shall at all times diligently and promptly pursue the case of (ii)(y), and Indemnitor shall be liable for reasonable legal and other expenses incurred by Indemnitee in connection with such defenseresolution thereof.

Notice and Right To Defend Third-Party Claims. Upon In addition to the requirements of Section 7.3 above, promptly upon receipt of written --------------------------------------------- notice of any claim claim, demand, or assessment or the commencement of any suit, action, or proceeding under with respect to which indemnity may be sought under pursuant to this Article 9Agreement, the party seeking indemnification to be indemnified or held harmless (the "“Indemnitee"”) shall promptly inform notify in writing, if possible, within sufficient time to respond to such claim or answer or otherwise plead in such action, the party against from whom indemnification is sought (the "“Indemnitor") in writing”). The In case any claim, demand, or assessment shall be asserted, or suit, action, or proceeding commenced against the Indemnitee, the Indemnitor shallshall be entitled, at the Indemnitor’s expense, to participate therein, and, to the extent that it may wish, to assume the defense, conduct, or settlement thereof, at its own costexpense, defend with counsel satisfactory to the Indemnitee, whose consent to the selection of counsel shall not be unreasonably withheld or delayed, provided that the Indemnitor confirms to the Indemnitee that it is a claim to which its rights of indemnification apply. The Indemnitor shall have the right to settle or compromise monetary claims without the consent of Indemnitee; however, as to any other claim, the Indemnitor shall first obtain the prior written consent from the Indemnitee, which consent shall be exercised in the sole discretion of the Indemnitee. After notice from the Indemnitor to the Indemnitee of Indemnitor’s intent so to assume the defense, conduct, settlement, or compromise of such claim or proceedingaction, except that the Indemnitor shall not settle be liable to the Indemnitee for any legal or other expenses (including, without limitation, settlement costs) subsequently incurred by the Indemnitee in connection with the defense, conduct, or settlement of such claim action while the Indemnitor is diligently defending, conducting, settling, or compromising such action. The Indemnitor shall keep the Indemnitee apprised of the status of the suit, action, or proceeding without the consent of and shall make Indemnitor’s counsel available to the Indemnitee, unless such settlement is without cost or liability to at the Indemnitor’s expense, upon the request of the Indemnitee. The Indemnitee will at its own expense shall cooperate with the Indemnitor in connection with any such claim in any way that and shall make personnel, books, and records and other information relevant to the claim available to the Indemnitor reasonably requests in connection with to the defense or settlement of any extent that such claim. The Indemnitee shall have the right to employ separate counsel in any such actionpersonnel, claim or proceeding books, and to participate records and other information are in the defense at possession and/or control of the Indemnitee's cost; provided however, that (i) if . If the Indemnitor does decides not assume to participate, the defense of or diligently pursue any such claim or proceeding, or (ii) if the Indemnitee reasonably determines (x) that there may be a conflict between the positions of the Indemnitor and Indemnitee in defending such claim or action, or (y) that there may be legal defenses available to Indemnitee different from or in addition to those available to Indemnitor, than separate counsel for Indemnitee shall be entitled entitled, at the Indemnitor’s expense, to participate in and conduct the defensedefend, in the case of (i) and (ii)(x)conduct, settle, or compromise such different defensesmatter with counsel satisfactory to the Indemnitor, in whose consent to the case selection of (ii)(y), and Indemnitor counsel shall not be liable for reasonable legal and other expenses incurred by Indemnitee in connection with such defenseunreasonably withheld or delayed.

Notice and Right To Defend Third-Party Claims. Upon Promptly upon receipt of written --------------------------------------------- notice of any claim claim, demand, or assessment or the commencement of any suit, action, or proceeding under with respect to which indemnity may be sought under pursuant to this Article 9Agreement, the party seeking indemnification to be indemnified or held harmless (the "Indemnitee") shall promptly inform notify in writing, if [***] -- CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. possible, within sufficient time to respond to such claim or answer or otherwise plead in such action, the party against from whom indemnification is sought (the "Indemnitor") in writing). The In case any claim, demand, or assessment shall be asserted, or suit, action, or proceeding commenced against the Indemnitee, the Indemnitor shallshall be entitled, at the Indemnitor's expense, to participate therein, and, to the extent that it may wish, to assume the defense, conduct, or settlement thereof, at its own costexpense, defend with counsel satisfactory to the Indemnitee unless solely a monetary claim, whose consent to the selection of counsel shall not be unreasonably withheld or delayed, provided that the Indemnitor confirms to the Indemnitee that it is a claim to which its rights of indemnification apply. The Indemnitor shall have the right to settle or compromise monetary claims without the consent of Indemnitee; however, as to any other claim, the Indemnitor shall first obtain the prior written consent from the Indemnitee, which consent shall be exercised in the sole discretion of the Indemnitee. After notice from the Indemnitor to the Indemnitee of Indemnitor's intent so to assume the defense, conduct, settlement, or compromise of such claim or proceedingaction, except that the Indemnitor shall not settle be liable to the Indemnitee for any legal or other expenses (including, without limitation, settlement costs) subsequently incurred by the Indemnitee in connection with the defense, conduct, or settlement of such claim action while the Indemnitor is diligently defending, conducting, settling, or compromising such action. The Indemnitor shall keep the Indemnitee apprised of the status of the suit, action, or proceeding without the consent of and shall make Indemnitor's counsel available to the Indemnitee, unless such settlement is without cost or liability to at the Indemnitor's expense, upon the request of the Indemnitee. The Indemnitee will at its own expense shall cooperate with the Indemnitor in connection with any such claim in any way that and shall make personnel, books, and records and other information relevant to the claim available to the Indemnitor reasonably requests in connection with to the defense or settlement of any extent that such claim. The Indemnitee shall have the right to employ separate counsel in any such actionpersonnel, claim or proceeding books, and to participate records and other information are in the defense at possession and/or control of the Indemnitee's cost; provided however, that (i) if . If the Indemnitor does decides not assume to participate, the defense of or diligently pursue any such claim or proceeding, or (ii) if the Indemnitee reasonably determines (x) that there may be a conflict between the positions of the Indemnitor and Indemnitee in defending such claim or action, or (y) that there may be legal defenses available to Indemnitee different from or in addition to those available to Indemnitor, than separate counsel for Indemnitee shall be entitled entitled, at the Indemnitor's expense, to participate in and conduct the defensedefend, in the case of (i) and (ii)(x)conduct, settle, or compromise such different defensesmatter with counsel satisfactory to the Indemnitor, in whose consent to the case selection of (ii)(y), and Indemnitor counsel shall not be liable for reasonable legal and other expenses incurred by Indemnitee in connection with such defenseunreasonably withheld or delayed.

Notice and Right To Defend Third-Party Claims. Upon Promptly upon receipt from a third-party of written --------------------------------------------- notice of any claim claim, demand, or assessment or the commencement of any suit, action, or proceeding under with respect to which indemnity may be sought under pursuant to this Article 9Agreement, the party seeking indemnification to be indemnified or held harmless (the "Indemnitee") shall promptly inform notify in writing, if possible, within sufficient time to respond to such claim or answer or otherwise plead in such action (but in any event within ten days, the party against from whom indemnification is sought (the "Indemnitor") setting forth the nature of the claim in writingreasonable detail. The In case any claim, demand, or assessment shall be asserted, or suit, action, or proceeding commenced against the Indemnitee, the Indemnitor shallshall be entitled, at the Indemnitor's expense, to participate therein, and, to the extent that it may wish, to assume the defense, conduct, or settlement thereof, at its own costexpense, defend with counsel satisfactory to the Indemnitee, whose consent to the selection of counsel shall not be unreasonably withheld, delayed, or conditioned, provided that the Indemnitor confirms to the Indemnitee that it is a claim to which its rights of indemnification apply. The Indemnitor shall have the right to settle or compromise monetary claims without the consent of Indemnitee; however, as to any other claim, the Indemnitor shall first obtain the prior written consent from the Indemnitee, which consent shall be exercised in the sole discretion of the Indemnitee. After notice from the Indemnitor to the Indemnitee of Indemnitor's intent so to assume the defense, conduct, settlement, or compromise of such claim or proceedingaction, except that the Indemnitor shall not settle be liable to the Indemnitee for any legal or other expenses (including, without limitation, settlement costs) subsequently incurred by the Indemnitee in connection with the defense, conduct, or settlement of such claim action while the Indemnitor is diligently defending, conducting, settling, or compromising such action. The Indemnitor shall keep the Indemnitee apprised of the status of the suit, action, or proceeding without the consent of and shall make Indemnitor's counsel available to the Indemnitee, unless such settlement is without cost or liability to at the Indemnitor's expense, upon the request of the Indemnitee. The Indemnitee will at its own expense shall cooperate with the Indemnitor in connection with any such claim in any way that and shall make personnel, books and records and other information relevant to the claim available to the Indemnitor reasonably requests in connection with to the defense or settlement of any extent that such claim. The Indemnitee shall have the right to employ separate counsel in any such actionpersonnel, claim or proceeding books and to participate records and other information are in the defense at possession and/or control of the Indemnitee's cost; provided however, that (i) if . If the Indemnitor does decides not assume to participate, the defense of or diligently pursue any such claim or proceeding, or (ii) if the Indemnitee reasonably determines (x) that there may be a conflict between the positions of the Indemnitor and Indemnitee in defending such claim or action, or (y) that there may be legal defenses available to Indemnitee different from or in addition to those available to Indemnitor, than separate counsel for Indemnitee shall be entitled entitled, at the Indemnitor's expense, to participate in and conduct defend, conduct, settle or compromise such matter with counsel satisfactory to the defenseIndemnitor, in whose consent to the case selection of (i) and (ii)(x), counsel shall not be unreasonably withheld or such different defenses, in the case of (ii)(y), and Indemnitor shall be liable for reasonable legal and other expenses incurred by Indemnitee in connection with such defensedelayed.