Common use of Notice of Claims; Assumption of Defense Clause in Contracts

Notice of Claims; Assumption of Defense. The indemnified party shall give prompt notice to the indemnifying party, in accordance with the terms of Section 12.6, of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder, specifying with reasonable particularity the basis therefore and giving the indemnifying party such information with respect thereto as the indemnifying party may reasonably request (but the giving of such notice shall not be a condition precedent to indemnification unless the indemnifying party is materially prejudiced by the failure to give such notice). The indemnifying party may, at its own expense, (a) participate in and (b) upon notice to the indemnified party and the indemnifying party’s written agreement that the indemnified party is entitled to indemnification pursuant to Section 10.2 or Section 10.3 for Losses arising out of such claim, suit, action or proceeding, at any time during the course of any such claim, suit, action or proceeding, assume the defense thereof; provided, that (y) the indemnifying Party’s counsel is reasonably satisfactory to the indemnified Party and (z) the indemnifying Party shall thereafter consult with the indemnified Party upon the indemnified Party’s request for such consultation from time to time with respect to such claim, suit, action or proceeding. If the indemnifying Party assumes such defense, the indemnified Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying Party. Whether or not the indemnifying Party chooses to defend or prosecute any such claim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof. In the event that the indemnifying Party elects not to assume the defense of any claim, suit, action or proceeding, such election shall not relieve the indemnifying Party of its obligations hereunder.

Notice of Claims; Assumption of Defense. The indemnified party Party shall give prompt notice to the indemnifying partyParty, in accordance with the terms of Section 12.68.3, of the assertion of any claim, or the commencement of any suit, action or proceeding by any Person, in respect of which indemnity may be sought hereunder, specifying with reasonable particularity the basis therefore therefor and giving the indemnifying party Party such information with respect thereto as the indemnifying party Party may reasonably request (request, but the giving of such notice shall not be a condition precedent to indemnification hereunder (unless the indemnifying party Party is materially actually prejudiced by the failure to give such notice). The indemnifying party Party may, at its own expense, (ai) participate in the defense of any claim, suit, action or proceeding and (bii) upon notice to the indemnified party Party and the indemnifying partyParty’s written agreement that the indemnified party Party is entitled to indemnification pursuant to Section 10.2 6.2 or Section 10.3 6.3 for Losses arising out of such claim, suit, action or proceeding, at any time during the course of any such claim, suit, action or proceeding, assume the defense thereof; provided, however, that (yA) the indemnifying Party’s counsel is reasonably satisfactory to the indemnified Party; (B) the indemnifying Party has confirmed in writing its responsibility for such Losses to such indemnified Party under Section 6.2 or 6.3, as applicable and (zC) the indemnifying Party shall thereafter consult with the indemnified Party upon the indemnified Party’s reasonable request for such consultation from time to time with respect to such claim, suit, action or proceeding. If the indemnifying Party assumes such defense, the indemnified Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying Party. If, however, in the opinion of the indemnified Party’s counsel, the representation by the indemnifying Party’s counsel of both the indemnifying Party and the indemnified Party would present such counsel with a conflict of interest, then such indemnified Party may employ separate counsel to represent or defend it in any such claim, action, suit or proceeding and the indemnifying Party shall pay the fees and disbursements of such separate counsel. Whether or not the indemnifying Party chooses to defend or prosecute any such claim, suit, action or proceeding, all of the parties hereto Parties shall cooperate in the defense or prosecution thereof. In the event that the indemnifying Party elects not to assume the defense of any claim, suit, action or proceeding, such election shall not relieve the indemnifying Party of its obligations hereunder.

Notice of Claims; Assumption of Defense. The indemnified party Indemnified Party shall give prompt notice to the indemnifying partyIndemnifying Party, in accordance with the terms of Section 12.610.1 and in the case of a tax inquiry in compliance with the terms of Section 6.14(e), of the assertion of any claim, or the commencement of any suit, action or proceeding by any party in respect of which indemnity may be sought hereunder, specifying with reasonable particularity the basis therefore therefor and giving the indemnifying party Indemnifying Party such information with respect thereto as the indemnifying party Indemnifying Party may reasonably request (but the giving of such notice shall not be a condition precedent to indemnification unless the indemnifying party is materially prejudiced by the failure to give such notice)request. The indemnifying party Indemnifying Party may, at its own expense, (a) participate in and (b) upon notice to the indemnified party Indemnified Party and upon the indemnifying party’s Indemnifying Party's written agreement that the indemnified party Indemnified Party is entitled to indemnification pursuant to Section 10.2 or Section 10.3 9.1 for Losses arising out of such claim, suit, action or proceeding, at any time during the course of any such claim, suit, action or proceeding, assume the defense thereof; provided, provided that (yx) the indemnifying Indemnifying Party’s 's counsel is reasonably satisfactory to the indemnified Indemnified Party and (zy) the indemnifying Indemnifying Party shall thereafter consult with the indemnified Indemnified Party upon the indemnified Party’s its reasonable request for such consultation from time to time with respect to such claim, suit, action or proceeding; provided, however, that the Indemnified Party shall have the right to retain its own counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if the Indemnified Party reasonably believes that representation of it by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interest between the Indemnified Party and any other party represented by such counsel in such proceeding. If the indemnifying Indemnifying Party assumes such defense, the indemnified Indemnified Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying Indemnifying Party. Whether or not the indemnifying Indemnifying Party chooses to defend or prosecute any such claim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof. In the event that the indemnifying Party elects not to assume the defense of any claim, suit, action or proceeding, such election shall not relieve the indemnifying Party of its obligations hereunder.

Notice of Claims; Assumption of Defense. (a) The indemnified party shall give prompt notice ("Claim Notice") to the indemnifying party, in accordance with the terms of Section 12.6SECTION 14.2, of the assertion of any claim, or the commencement of any suit, action or proceeding by any party in respect of which indemnity may be sought hereunder, specifying with reasonable particularity (i) the basis therefore and giving therefor, (ii) an estimate of the amount the indemnified party reasonably anticipates that it will be entitled to on account of indemnification by the indemnifying party party, and (iii) such other information with respect thereto as the indemnifying party may reasonably request (but the giving of request; PROVIDED, that no failure to give any such notice shall not be a condition precedent result in the loss of any rights to indemnification unless hereunder except to the extent that the ability of the indemnifying party is to defend a claim was materially prejudiced by the failure to give send such notice). The , if the indemnifying party maydoes not object to such claim within twenty (20) days of receiving notice thereof, at its own expense, (a) participate in and (b) upon notice to the indemnified party and shall be entitled to recover the amount of such claim pursuant to this ARTICLE XIII. If, however, the indemnifying party’s written agreement that party advises the indemnified party is entitled to indemnification pursuant to Section 10.2 or Section 10.3 for Losses arising out of such claim, suit, action or proceeding, at any time during the course of any such claim, suit, action or proceeding, assume the defense thereof; provided, that (y) the indemnifying Party’s counsel is reasonably satisfactory to the indemnified Party and (z) the indemnifying Party shall thereafter consult it disagrees with the indemnified Party upon party's claim, the parties shall, for a period of twenty (20) days after the indemnifying party advises the indemnified Party’s request for party of such consultation from time disagreement, attempt to time with respect to such claim, suit, action or proceeding. If resolve the indemnifying Party assumes such defense, the indemnified Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying Party. Whether or not the indemnifying Party chooses to defend or prosecute any such claim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof. In the event that the indemnifying Party elects not to assume the defense of any claim, suit, action or proceeding, such election shall not relieve the indemnifying Party of its obligations hereunderdifference.

Notice of Claims; Assumption of Defense. The indemnified party Party shall give prompt notice to the indemnifying partyParty, in accordance with the terms of Section 12.69.3, of the assertion of any claim, or the commencement of any suit, action or proceeding by any Person, in respect of which indemnity may be sought hereunder, specifying with reasonable particularity the basis therefore therefor and giving the indemnifying party Party such information with respect thereto as the indemnifying party Party may reasonably request (request, but the giving of such notice shall not be a condition precedent to indemnification hereunder (unless the indemnifying party Party is materially actually prejudiced by the failure to give such notice). The indemnifying party Party may, at its own expense, (ai) participate in the defense of any claim, suit, action or proceeding and (bii) upon notice to the indemnified party Party and the indemnifying partyParty’s written agreement that the indemnified party Party is entitled to indemnification pursuant to Section 10.2 6.2 or Section 10.3 6.3 for Losses arising out of such claim, suit, action or proceeding, at any time during the course of any such claim, suit, action or proceeding, assume the defense thereof; provided, however, that (yA) the indemnifying Party’s counsel is reasonably satisfactory to the indemnified Party; (B) the indemnifying Party has confirmed in writing its responsibility for such Losses to such indemnified Party under Section 6.2 or 6.3, as applicable and (zC) the indemnifying Party shall thereafter consult with the indemnified Party upon the indemnified Party’s reasonable request for such consultation from time to time with respect to such claim, suit, action or proceeding. If the indemnifying Party assumes such defense, the indemnified Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying Party. If, however, in the opinion of the indemnified Party’s counsel, the representation by the indemnifying Party’s counsel of both the indemnifying Party and the indemnified Party would present such counsel with a conflict of interest, then such indemnified Party may employ separate counsel to represent or defend it in any such claim, action, suit or proceeding and the indemnifying Party shall pay the fees and disbursements of such separate counsel. Whether or not the indemnifying Party chooses to defend or prosecute any such claim, suit, action or proceeding, all of the parties hereto Parties shall cooperate in the defense or prosecution thereof. In the event that the indemnifying Party elects not to assume the defense of any claim, suit, action or proceeding, such election shall not relieve the indemnifying Party of its obligations hereunder.

Notice of Claims; Assumption of Defense. The indemnified party Party shall give prompt notice to the indemnifying partyParty, in accordance with the terms of Section 12.69.2, of the assertion of any claim, or the commencement of any suitProceeding by any Person, action or proceeding in respect of which indemnity may be sought hereunder, specifying with reasonable particularity the basis therefore therefor and giving the indemnifying party Party such information with respect thereto as the indemnifying party Party may reasonably request (request, but the giving of failure to give such notice shall not be a condition precedent to indemnification unless hereunder except and only to the extent that the indemnifying party Party is materially prejudiced by the failure to give reason of such notice)failure. The indemnifying party Party may, at its own expense, (a) participate in the defense of any Proceeding asserted by a Person that is not a party to this Agreement (a “Third Party Claim”) and (b) upon notice to the indemnified party Party and the indemnifying partyParty’s written agreement that the indemnified party Party is entitled to indemnification pursuant to Section 10.2 or Section 10.3 this Agreement for all of the indemnified Party’s Losses arising out of such claim, suit, action or proceedingThird Party Claim, at any time during the course of any such claim, suit, action or proceedingThird Party Claim, assume the defense thereof; provided, however, that (yi) the indemnifying Party’s counsel is reasonably satisfactory to has been approved by the indemnified Party and (zsuch approval not to be unreasonably withheld, conditioned or delayed); (ii) the indemnifying Party has confirmed in writing its responsibility for all such Losses to such indemnified Party under this Agreement; (iii) the indemnifying Party shall thereafter consult with the indemnified Party upon the indemnified Party’s reasonable request for such consultation from time to time with respect to such claimThird Party Claim; (iv) such Third Party Claim involves (and continues to involve) solely monetary damages that are not reasonably likely to exceed the then remaining amount due to CC VA under the Promissory Note; and (v) such Third Party Claim does not relate to or arise in connection with any criminal Proceeding. Notwithstanding the foregoing, suitif the Members are the indemnifying Party, action neither any Member nor Cannabist shall be entitled to assume such defense if Buyer reasonably believes that such assumption may adversely affect in any material respect the Company, including any adverse effect upon the Company’s commercial relationships or proceedingrelationships with any Governmental Entity. If the indemnifying Party assumes such defense, the indemnified Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying Party. If, however, in the opinion of the indemnified Party’s counsel, the representation by the indemnifying Party’s counsel of both the indemnifying Party and the indemnified Party would present such counsel with a conflict of interest, then such indemnified Party may employ separate counsel to represent or defend it in any such Third Party Claim and the indemnifying Party shall pay the fees and disbursements of such separate counsel. Whether or not the indemnifying Party chooses to defend or prosecute any such claim, suit, action or proceedingThird Party Claim, all of the parties hereto Parties shall cooperate in the defense or prosecution thereof. In the event that the indemnifying Party elects not to assume the defense of any claim, suit, action or proceeding, such election shall not relieve the indemnifying Party of its obligations hereunder.

Notice of Claims; Assumption of Defense. The indemnified party shall give prompt notice to the indemnifying party, in accordance with the terms of Section 12.6SECTION 12.2, of the assertion of any claim, or the commencement of any suit, action or proceeding Proceeding in respect of which indemnity may be sought hereunder, specifying with reasonable particularity the basis therefore therefor and giving the indemnifying party such information with respect thereto as the indemnifying party may reasonably request (but the giving of such notice shall not be a condition precedent to indemnification unless the indemnifying party is materially prejudiced by the failure to give such noticehereunder). The indemnifying party may, at At its own expense, (a) the indemnifying party may participate in and (b) and, at any time during the course of any such Proceeding, upon notice to the indemnified party and the indemnifying party’s 's written agreement that the indemnified party is entitled to indemnification pursuant to Section 10.2 SECTION 8.2 or Section 10.3 for Losses arising out of such claim, suit, action or proceeding, at any time during the course of any such claim, suit, action or proceedingSECTION 8.3, assume the defense thereof; providedPROVIDED, that (y) the indemnifying Party’s party's counsel is reasonably satisfactory to the indemnified Party party, and (z) the indemnifying Party party shall thereafter consult with the indemnified Party party upon the indemnified Party’s party's request for such consultation from time to time with respect to such claim, suit, action or proceedingProceeding. If the indemnifying Party party assumes such defense, the indemnified Party party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying Partyparty. Whether or not the indemnifying Party party chooses to defend or prosecute any such claimProceeding, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof. In the event that the indemnifying Party party elects not to assume the defense of any claim, suit, action or proceedingProceeding, such election shall not relieve the indemnifying Party party of its obligations hereunder.

Notice of Claims; Assumption of Defense. The indemnified party Party shall give prompt notice to the indemnifying partyParty, in accordance with the terms of Section 12.69.2, of the assertion of any claim, or the commencement of any suitProceeding by any Person, action or proceeding in respect of which indemnity may be sought hereunder, specifying with reasonable particularity the basis therefore therefor and giving the indemnifying party Party such information with respect thereto as the indemnifying party Party may reasonably request (request, but the giving of failure to give such notice shall not be a condition precedent to indemnification unless hereunder except and only to the extent that the indemnifying party Party is materially prejudiced by the failure to give reason of such notice)failure. The indemnifying party Party may, at its own expense, (a) participate in the defense of any Proceeding asserted by a Person that is not a party to this Agreement (a “Third Party Claim”) and (b) upon notice to the indemnified party Party and the indemnifying partyParty’s written agreement that the indemnified party Party is entitled to indemnification pursuant to Section 10.2 or Section 10.3 this Agreement for all of the indemnified Party’s Losses arising out of such claim, suit, action or proceedingThird Party Claim, at any time during the course of any such claim, suit, action or proceedingThird Party Claim, assume the defense thereof; provided, however, that (yi) the indemnifying Party’s counsel is reasonably satisfactory to has been approved by the indemnified Party and (zsuch approval not to be unreasonably withheld, conditioned or delayed); (ii) the indemnifying Party has confirmed in writing its responsibility for all such Losses to such indemnified Party under this Agreement; (iii) the indemnifying Party shall thereafter consult with the indemnified Party upon the indemnified Party’s reasonable request for such consultation from time to time with respect to such claimThird Party Claim; (iv) such Third Party Claim involves (and continues to involve) solely monetary damages that are not reasonably likely to exceed the then remaining amount due to CC VA under the Promissory Note; and (v) such Third Party Claim does not relate to or arise in connection with any criminal Proceeding. Notwithstanding the foregoing, suitif the Member is the indemnifying Party, action neither the Member nor Cannabist shall be entitled to assume such defense if Buyer reasonably believes that such assumption may adversely affect in any material respect the Company, including any adverse effect upon the Company’s commercial relationships or proceedingrelationships with any Governmental Entity. If the indemnifying Party assumes such defense, the indemnified Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying Party. If, however, in the opinion of the indemnified Party’s counsel, the representation by the indemnifying Party’s counsel of both the indemnifying Party and the indemnified Party would present such counsel with a conflict of interest, then such indemnified Party may employ separate counsel to represent or defend it in any such Third Party Claim and the indemnifying Party shall pay the fees and disbursements of such separate counsel. Whether or not the indemnifying Party chooses to defend or prosecute any such claim, suit, action or proceedingThird Party Claim, all of the parties hereto Parties shall cooperate in the defense or prosecution thereof. In the event that the indemnifying Party elects not to assume the defense of any claim, suit, action or proceeding, such election shall not relieve the indemnifying Party of its obligations hereunder.

Notice of Claims; Assumption of Defense. The indemnified party Party shall give prompt notice to the indemnifying partyParty, in accordance with the terms of Section 12.69.2, of the assertion of any claim, or the commencement of any suitProceeding by any Person, action or proceeding in respect of which indemnity may be sought hereunder, specifying with reasonable particularity the basis therefore therefor and giving the indemnifying party Party such information with respect thereto as the indemnifying party Party may reasonably request (request, but the giving of failure to give such notice shall not be a condition precedent to indemnification unless hereunder except and only to the extent that the indemnifying party Party is materially prejudiced by the failure to give reason of such notice)failure. The indemnifying party Party may, at its own expense, (a) participate in the defense of any Proceeding asserted by a Person that is not a party to this Agreement (a “Third Party Claim”) and (b) upon notice to the indemnified party Party and the indemnifying partyParty’s written agreement that the indemnified party Party is entitled to indemnification pursuant to Section 10.2 or Section 10.3 this Agreement for all of the indemnified Party’s Losses arising out of such claim, suit, action or proceedingThird Party Claim, at any time during the course of any such claim, suit, action or proceedingThird Party Claim, assume the defense thereof; provided, however, that (yi) the indemnifying Party’s counsel is reasonably satisfactory to has been approved by the indemnified Party and (zsuch approval not to be unreasonably withheld, conditioned or delayed); (ii) the indemnifying Party has confirmed in writing its responsibility for all such Losses to such indemnified Party under this Agreement; (iii) the indemnifying Party shall thereafter consult with the indemnified Party upon the indemnified Party’s reasonable request for such consultation from time to time with respect to such claimThird Party Claim; (iv) such Third Party Claim involves (and continues to involve) solely monetary damages that are not reasonably likely to exceed the then remaining amount due under the Promissory Note; and (v) such Third Party Claim does not relate to or arise in connection with any criminal Proceeding. Notwithstanding the foregoing, suitif the Members are the indemnifying Parties, action neither any Member nor Cannabist shall be entitled to assume such defense if Buyer reasonably believes that such assumption may adversely affect in any material respect the Company, including any adverse effect upon the Company’s commercial relationships or proceedingrelationships with any Governmental Entity. If the indemnifying Party assumes such defense, the indemnified Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying Party. If, however, in the opinion of the indemnified Party’s counsel, the representation by the indemnifying Party’s counsel of both the indemnifying Party and the indemnified Party would present such counsel with a conflict of interest, then such indemnified Party may employ separate counsel to represent or defend it in any such Third Party Claim and the indemnifying Party shall pay the fees and disbursements of such separate counsel. Whether or not the indemnifying Party chooses to defend or prosecute any such claim, suit, action or proceedingThird Party Claim, all of the parties hereto Parties shall cooperate in the defense or prosecution thereof. In the event that the indemnifying Party elects not to assume the defense of any claim, suit, action or proceeding, such election shall not relieve the indemnifying Party of its obligations hereunder.

Notice of Claims; Assumption of Defense. The indemnified --------------------------------------- party shall give prompt notice to the indemnifying party, in accordance with the terms of Section 12.614.2, of the assertion of any claim, or the commencement of any ------------ suit, action or proceeding in respect of which indemnity may be sought hereunder, specifying with reasonable particularity the basis therefore therefor and giving the indemnifying party such information with respect thereto as the indemnifying party may reasonably request (but the giving of such notice shall not be a condition precedent to indemnification unless the indemnifying party is materially prejudiced by the failure to give such noticehereunder). The indemnifying party may, at its own expense, (a) participate in and (b) upon notice to the indemnified party and the indemnifying party’s 's written agreement that the indemnified party is entitled to indemnification pursuant to Section 10.2 12.2 or ------------ Section 10.3 12.3 for Losses arising out of such claim, suit, action or proceeding, ------------ at any time during the course of any such claim, suit, action or proceeding, assume the defense thereof; provided, provided that (y) the indemnifying Party’s party's counsel -------- is reasonably satisfactory to the indemnified Party party and (z) the indemnifying Party party shall thereafter consult with the indemnified Party party upon the indemnified Party’s party's reasonable request for such consultation from time to time with respect to such claim, suit, action or proceeding. If the indemnifying Party party assumes such defense, the indemnified Party party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying Partyparty. Whether or not the indemnifying Party party chooses to defend or prosecute any such claim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof. In the event that the indemnifying Party elects not to assume the defense of any claim, suit, action or proceeding, such election shall not relieve the indemnifying Party of its obligations hereunder.

Notice of Claims; Assumption of Defense. The indemnified party Party shall give prompt notice to the indemnifying partyParty, in accordance with the terms of Section 12.69.2, of the assertion of any claim, or the commencement of any suitProceeding by any Person, action or proceeding in respect of which indemnity may be sought hereunder, specifying with reasonable particularity the basis therefore therefor and giving the indemnifying party Party such information with respect thereto as the indemnifying party Party may reasonably request (request, but the giving of failure to give such notice shall not be a condition precedent to indemnification unless hereunder except and only to the extent that the indemnifying party Party is materially prejudiced by the failure to give reason of such notice)failure. The indemnifying party Party may, at its own expense, (a) participate in the defense of any Proceeding asserted by a Person that is not a FH12251261.5 party to this Agreement (a “Third Party Claim”) and (b) upon notice to the indemnified party Party and the indemnifying partyParty’s written agreement that the indemnified party Party is entitled to indemnification pursuant to Section 10.2 or Section 10.3 this Agreement for all of the indemnified Party’s Losses arising out of such claim, suit, action or proceedingThird Party Claim, at any time during the course of any such claim, suit, action or proceedingThird Party Claim, assume the defense thereof; provided, however, that (yi) the indemnifying Party’s counsel is reasonably satisfactory to has been approved by the indemnified Party and (zsuch approval not to be unreasonably withheld, conditioned or delayed); (ii) the indemnifying Party has confirmed in writing its responsibility for all such Losses to such indemnified Party under this Agreement; (iii) the indemnifying Party shall thereafter consult with the indemnified Party upon the indemnified Party’s reasonable request for such consultation from time to time with respect to such claimThird Party Claim; (iv) such Third Party Claim involves (and continues to involve) solely monetary damages that are not reasonably likely to exceed the then remaining amount due to CC VA under the Promissory Note; and (v) such Third Party Claim does not relate to or arise in connection with any criminal Proceeding. Notwithstanding the foregoing, suitif the Member is the indemnifying Party, action neither the Member nor Cannabist shall be entitled to assume such defense if Buyer reasonably believes that such assumption may adversely affect in any material respect the Company, including any adverse effect upon the Company’s commercial relationships or proceedingrelationships with any Governmental Entity. If the indemnifying Party assumes such defense, the indemnified Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying Party. If, however, in the opinion of the indemnified Party’s counsel, the representation by the indemnifying Party’s counsel of both the indemnifying Party and the indemnified Party would present such counsel with a conflict of interest, then such indemnified Party may employ separate counsel to represent or defend it in any such Third Party Claim and the indemnifying Party shall pay the fees and disbursements of such separate counsel. Whether or not the indemnifying Party chooses to defend or prosecute any such claim, suit, action or proceedingThird Party Claim, all of the parties hereto Parties shall cooperate in the defense or prosecution thereof. In the event that the indemnifying Party elects not to assume the defense of any claim, suit, action or proceeding, such election shall not relieve the indemnifying Party of its obligations hereunder.

Notice of Claims; Assumption of Defense. The indemnified party Party shall give prompt notice to the indemnifying partyParty, in accordance with the terms of Section 12.68.3, of the assertion of any claim, or the commencement of any suit, action or proceeding by any Person, in respect of which indemnity may be sought hereunder, specifying with reasonable particularity the basis therefore therefor and giving the indemnifying party Party such information with respect thereto as the indemnifying party Party may reasonably request (request, but the giving of such notice shall not be a condition precedent to indemnification hereunder (unless the indemnifying party Party is materially actually prejudiced by the failure to give such notice). The indemnifying party Party may, at its own expense, (ai) participate in the defense of any claim, suit, action or proceeding and (bii) upon notice to the indemnified party Party and the indemnifying partyParty’s written agreement that the indemnified party Party is entitled to indemnification pursuant to Section 10.2 6.2 or Section 10.3 6.3 for Losses arising out of such claim, suit, action or proceeding, at any time during the course of any such claim, suit, action or proceeding, assume the defense thereof; provided, however, that (yA) the indemnifying Party’s counsel is reasonably satisfactory to the indemnified Party; (B) the indemnifying Party has confirmed in writing its responsibility for such Losses to such indemnified Party under Section 6.2 or 6.3, as applicable and (zC) the indemnifying Party shall thereafter consult with the indemnified Party upon the indemnified Party’s reasonable request for such consultation from time to time with respect to such claim, suit, action or proceeding. Notwithstanding the foregoing, if Seller is the indemnifying Party, Seller shall not be entitled to assume such defense if Purchaser reasonably believes that such assumption may adversely affect in any material respect the Business, including any adverse effect upon the Business’ commercial relationships or relationships with Governmental Authorities. If the indemnifying Party assumes such defense, the indemnified Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying Party. If, however, in the opinion of the indemnified Party’s counsel, the representation by the indemnifying Party’s counsel of both the indemnifying Party and the indemnified Party would present such counsel with a conflict of interest, then such indemnified Party may employ separate counsel to represent or defend it in any such claim, action, suit or proceeding and the indemnifying Party shall pay the fees and disbursements of such separate counsel. Whether or not the indemnifying Party chooses to defend or prosecute any such claim, suit, action or proceeding, all of the parties hereto Parties shall cooperate in the defense or prosecution thereof. In the event that the indemnifying Party elects not to assume the defense of any claim, suit, action or proceeding, such election shall not relieve the indemnifying Party of its obligations hereunder.

Notice of Claims; Assumption of Defense. The indemnified party shall give prompt notice to the indemnifying party, in accordance with the terms of Section 12.612.5, of the assertion of any third party claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder, specifying with reasonable particularity the basis therefore therefor and giving the indemnifying party such information with respect thereto as the indemnifying party may reasonably request (but the giving of such notice shall not be a condition precedent to indemnification unless the indemnifying party is materially prejudiced by the failure to give such notice)request. The indemnifying party may, at its own expense, (a) participate in and (b) upon notice to the indemnified party and the indemnifying party’s 's written agreement that the indemnified party is entitled to indemnification pursuant to Section 10.2 10.1 or Section 10.3 for Losses arising out of such claim, suit, action or proceeding, at any time during the course of any such claim, suit, action or proceeding10.2, assume the defense thereof; provided, that (y) the indemnifying Party’s counsel is reasonably satisfactory to the indemnified Party and (z) the indemnifying Party shall thereafter consult with the indemnified Party upon the indemnified Party’s request for such consultation from time to time with respect to such claim, suit, action or proceeding. If the indemnifying Party party assumes such defense, the indemnified Party party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying Partyparty. Whether or not the indemnifying Party party chooses to defend or prosecute any such claim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof. In the event that the indemnifying Party party elects not to assume the defense of any claim, suit, action or proceeding, such election shall not relieve the indemnifying Party party of its obligations hereunder. In the event the indemnified party fails to give timely, complete or accurate notice to the indemnifying party of a third party claim covered by this Section 10, the indemnifying party shall be relieved of its obligations under this Section 10 to the extent the indemnified party's failure to provide notice materially prejudices the indemnifying party's defense of the third party claim.

Notice of Claims; Assumption of Defense. The indemnified party Indemnified Party shall give prompt notice to the indemnifying partyIndemnifying Party, in accordance with the terms of Section 12.610.1 and in the case of a tax inquiry in compliance with the terms of Section 6.9(e), of the assertion of any claim, or the commencement of any suit, action or proceeding by any party in respect of which indemnity may be sought hereunder, specifying with reasonable particularity the basis therefore therefor and giving the indemnifying party Indemnifying Party such information with respect thereto as the indemnifying party Indemnifying Party may reasonably request (but the giving of such notice shall not be a condition precedent to indemnification unless the indemnifying party is materially prejudiced by the failure to give such notice)request. The indemnifying party Indemnifying Party may, at its own expense, (a) participate in and (b) upon notice to the indemnified party and the indemnifying party’s written agreement that the indemnified party is entitled to indemnification pursuant to Section 10.2 or Section 10.3 for Losses arising out of such claim, suit, action or proceeding, at any time during the course of any such claim, suit, action or proceedingIndemnified Party, assume the defense thereof; provided, provided that (yx) the indemnifying Indemnifying Party’s 's counsel is reasonably satisfactory to the indemnified Indemnified Party and (zy) the indemnifying Indemnifying Party shall thereafter consult with the indemnified Indemnified Party upon the indemnified Party’s its reasonable request for such consultation from time to time with respect to such claim, suit, action or proceeding; provided, however, that the Indemnified Party shall have the right to retain its own counsel, with the reasonable fees and expenses to be paid by the Indemnifying Party, if the Indemnified Party reasonably believes that representation of it by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interest between the Indemnified Party and any other party represented by such counsel in such proceeding. If the indemnifying Indemnifying Party assumes such defense, the indemnified Indemnified Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying Indemnifying Party. Whether or not the indemnifying Indemnifying Party chooses to defend or prosecute any such claim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof. In the event that the indemnifying Party elects not to assume the defense of any claim, suit, action or proceeding, such election shall not relieve the indemnifying Party of its obligations hereunder.ARTICLE 1.4 ARTICLE 1.5

Notice of Claims; Assumption of Defense. The indemnified party shall give prompt notice to the indemnifying party, in accordance with the terms of Section 12.610.3, of the assertion of any claim, or the commencement of any suit, action or proceeding Proceeding in respect of which indemnity may be sought hereunder, specifying with reasonable particularity the basis therefore therefor and giving the indemnifying party such information with respect thereto as the indemnifying party may reasonably request request, to the extent known by the indemnified party (but the giving of such notice shall not be a condition precedent to indemnification unless hereunder, except to the extent that any failure to provide such notice materially prejudices the indemnifying party is materially prejudiced by the failure party’s ability to give contest any such noticeProceeding). The indemnifying party may, at its own expense, : (a) participate in in; and (b) upon notice to the indemnified party and the indemnifying party’s written agreement that the indemnified party is entitled to indemnification pursuant to Section 10.2 8.2 or Section 10.3 8.3 for Losses arising out of such claim, suit, action or proceedingProceeding, at any time during the course of any such claim, suit, action or proceedingProceeding, assume the defense thereof; provided, that that: (y) the indemnifying Partyparty’s counsel is reasonably satisfactory to the indemnified Party party; and (z) the indemnifying Party party shall thereafter consult with the indemnified Party party upon the indemnified Partyparty’s request for such consultation from time to time with respect to such claim, suit, action or proceedingProceeding. If the indemnifying Party party assumes such defense, the indemnified Party party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying Partyparty. Whether or not the indemnifying Party party chooses to defend or prosecute any such claim, suit, action or proceedingProceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof. In the event that the indemnifying Party party elects not to assume the defense of any claim, suit, action or proceedingsuch Proceeding, such election shall not relieve the indemnifying Party party of its obligations hereunder.

Notice of Claims; Assumption of Defense. The indemnified party shall give prompt notice to the indemnifying party, in accordance with the terms of Section 12.611.2, of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder, specifying with reasonable particularity the basis therefore therefor and giving the indemnifying party such information with respect thereto as the indemnifying party may reasonably request (but request; provided, however, that no delay on the giving part of such notice shall not be a condition precedent to indemnification unless the indemnified party in notifying the indemnifying party shall relieve the indemnifying party from any obligation hereunder unless (and then solely to the extent) that indemnifying party thereby is materially prejudiced by the failure to give such notice)prejudiced. The indemnifying party may, at its own expense, : (a) participate in and in; or (b) upon notice to the indemnified party and the indemnifying party’s written agreement that the indemnified party is entitled to indemnification pursuant to Section 10.2 or Section 10.3 for Losses arising out of such claim, suit, action or proceeding, at any time during the course of any such claim, suit, action or proceeding, assume the defense thereof; provided, that that: (yi) the indemnifying Partyparty’s counsel is reasonably satisfactory to the indemnified Party party and (zii) the indemnifying Party party shall thereafter consult with the indemnified Party party upon the indemnified Partyparty’s request for such consultation from time to time with respect to such claim, suit, action or proceeding. If the indemnifying Party party assumes such defense, the indemnified Party party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying Partyparty. Whether or not the indemnifying Party party chooses to defend or prosecute any such claim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof. In the event that the indemnifying Party party elects not to assume the defense of any claim, suit, action or proceeding, such election shall not relieve the indemnifying Party party of its obligations hereunder.

Notice of Claims; Assumption of Defense. The indemnified --------------------------------------- party shall give prompt notice to the indemnifying party, in accordance with the terms of Section 12.614.2, of the assertion of any claim, or the commencement of any ------------ suit, action or proceeding in respect of which indemnity may be sought hereunder, specifying with reasonable particularity the basis therefore therefor and giving the indemnifying party such information with respect thereto as the indemnifying party may reasonably request (but the giving of such notice shall not be a condition precedent to indemnification unless the indemnifying party is materially prejudiced by the failure to give such noticehereunder). The indemnifying party may, at its own expense, (a) participate in and (b) upon notice to the indemnified party and the indemnifying party’s 's written agreement that the indemnified party 18 is entitled to indemnification pursuant to Section 10.2 12.2 or Section 10.3 12.3 for ------------ ------------ Losses arising out of such claim, suit, action or proceeding, at any time during the course of any such claim, suit, action or proceeding, assume the defense thereof; provided, provided that (y) the indemnifying Party’s party's counsel is reasonably -------- satisfactory to the indemnified Party party and (z) the indemnifying Party party shall thereafter consult with the indemnified Party party upon the indemnified Party’s party's reasonable request for such consultation from time to time with respect to such claim, suit, action or proceeding. If the indemnifying Party party assumes such defense, the indemnified Party party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying Partyparty. Whether or not the indemnifying Party party chooses to defend or prosecute any such claim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof. In the event that the indemnifying Party elects not to assume the defense of any claim, suit, action or proceeding, such election shall not relieve the indemnifying Party of its obligations hereunder.

Notice of Claims; Assumption of Defense. The indemnified party shall give prompt notice to the indemnifying party, in accordance with the terms of Section 12.6, of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder, specifying with reasonable particularity the basis therefore and giving the indemnifying party such information with respect thereto as the indemnifying party may reasonably request (but the giving of such notice shall not be a condition precedent to indemnification unless the indemnifying party is materially prejudiced by the failure to give such notice). The indemnifying party may, at its own expense, (a) participate in and (b) upon notice to the indemnified party and the indemnifying party’s written agreement that the indemnified party is entitled to indemnification pursuant to Section 10.2 4.10 or Section 10.3 4.11 for Losses arising out of such claim, suit, action or proceeding, at any time during the course of any such claim, suit, action or proceeding, assume the defense thereof; provided, that (y) the indemnifying Party’s counsel is reasonably satisfactory to the indemnified Party and (z) the indemnifying Party shall thereafter consult with the indemnified Party upon the indemnified Party’s request for such consultation from time to time with respect to such claim, suit, action or proceeding. If the indemnifying Party assumes such defense, the indemnified Party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying Party. Whether or not the indemnifying Party chooses to defend or prosecute any such claim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof. In the event that the indemnifying Party elects not to assume the defense of any claim, suit, action or proceeding, such election shall not relieve the indemnifying Party of its obligations hereunder.

Notice of Claims; Assumption of Defense. The indemnified party shall give prompt notice to the indemnifying party, in accordance with the terms of Section 12.611.2, of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought hereunder, specifying with reasonable particularity the basis therefore therefor and giving the indemnifying party such information with respect thereto as the indemnifying party may reasonably request (but the giving of such notice shall not be a condition precedent to indemnification unless the indemnifying party is materially prejudiced by the failure to give such noticehereunder). The indemnifying party may, at its own expense, : (a) participate in in; and (b) upon notice to the indemnified party and the indemnifying party’s 's written agreement that the indemnified party is entitled to indemnification pursuant to Section 10.2 7.2 or Section 10.3 7.3 for Losses arising out of such claim, suit, action or proceeding, at any time during the course of any such claim, suit, action or proceeding, assume the defense thereof; provided, that that: (yi) the indemnifying Party’s party's counsel is reasonably satisfactory to the indemnified Party party and (zii) the indemnifying Party party shall thereafter consult with the indemnified Party party upon the indemnified Party’s party's request for such consultation from time to time with respect to such claim, suit, action or proceeding. If the indemnifying Party party assumes such defense, the indemnified Party party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying Partyparty. Whether or not the indemnifying Party party chooses to defend or prosecute any such claim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof. In the event that the indemnifying Party party elects not to assume the defense of any claim, suit, action or proceeding, such election shall not relieve the indemnifying Party party of its obligations hereunder.

Notice of Claims; Assumption of Defense. The indemnified party shall give prompt notice to the indemnifying party, in accordance with the terms of Section 12.6, party of the assertion of any claim, or the commencement of any third-party suit, action or proceeding by any party, in respect of which indemnity may be sought hereunder, specifying with reasonable particularity the basis therefore therefor and giving the indemnifying party such information with respect thereto as the indemnifying party may reasonably request (but the giving omission of such any indemnified party to give notice as provided herein shall not be relieve the indemnifying party of its indemnification obligations under this Agreement, except to the extent that such omission results in a condition precedent failure of actual notice to indemnification unless the indemnifying party and such indemnifying party is materially prejudiced by the as a result of such failure to give such notice). The indemnifying party may, at its own expense, (a) participate in and (b) and, upon notice to the indemnified party and the indemnifying party’s 's written agreement that the indemnified party is entitled without qualification to indemnification pursuant to Section 10.2 or Section 10.3 for all Losses arising out of such claim, suit, action or proceeding, at any time during the course of any such claim, suit, action or proceeding, assume the defense thereof; provided, that (yi) the counsel proposed and retained by the indemnifying Party’s counsel party to represent the indemnified party is reasonably satisfactory to the indemnified Party and party; (zii) the indemnifying Party party shall thereafter pay the attorneys' fees and expenses of such counsel promptly upon such counsel's submission of invoices, copies of which shall be provided to the indemnified party; (iii) each of the indemnifying party and counsel retained by the indemnifying party to represent the indemnified party shall consult with the indemnified Party party upon the indemnified Party’s party's request for such consultation from time to time with respect to such claim, suit, action or proceeding; and (iii) Seller shall have no rights to assume the defense of any claim, suit, action or proceeding where injunctive or other equitable relief is sought or likely to be sought. If the indemnifying Party party assumes such defense, the indemnified Party party shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying Partyparty to represent the indemnified party. Whether or not the indemnifying Party party chooses to defend or prosecute any such claim, suit, action or proceeding, all of the parties hereto shall cooperate in the defense or prosecution thereof. In the event that the indemnifying Party elects not to assume the defense of any claim, suit, action or proceeding, such election shall not relieve the indemnifying Party of its obligations hereunder.