Common use of Opportunity to Defend Clause in Contracts

Opportunity to Defend. The Indemnifying Party has the right, exercisable by written notice to the Indemnitee within 30 days after receipt of a Claims Notice from the Indemnitee of the commencement or assertion of any Third-Party Claim in respect of which indemnity may be sought under this Article III, to assume and conduct the defense of such Third-Party Claim in accordance with the limits set forth in this Agreement with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee; provided, however, that the (A) defense of such Third-Party Claim by the Indemnifying Party will not, in the reasonable judgment of the Indemnitee, (1) if Navy is the Indemnifying Party, affect Xxxxx or any of its Controlled Affiliates (including after the Merger, any member of the Red Lion Group) in an adverse manner and (2) if Red Lion is the Indemnifying Party, affect Navy or any of its Controlled Affiliates in an adverse manner; and (B) the Third-Party Claim solely seeks (and continues to seek) monetary damages (the conditions set forth in clauses (A) and (B) are, collectively, the “Litigation Conditions”). If the Indemnifying Party does not assume the defense of a Third-Party Claim in accordance with this Section 3.5(b), the Indemnitee may continue to defend the Third-Party Claim. If the Indemnifying Party has assumed the defense of a Third-Party Claim as provided in this Section 3.5(b), the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnitee in connection with the defense of the Third-Party Claim; provided, however, that if (x) either of the Litigation Conditions ceases to be met or (y) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Third-Party Claim, the Indemnitee may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or incurred in connection with such defense. The Indemnifying Party or the Indemnitee, as the case may be, has the right to participate in (but, subject to the prior sentence, not control), at its own expense, the defense of any Third-Party Claim that the other is defending as provided in this Agreement. The Indemnifying Party, if it has assumed the defense of any Third-Party Claim as provided in this Agreement, may not, without the prior written consent of the Indemnitee, consent to a settlement of, or the entry of any judgment arising from, any such Third-Party Claim that (I) does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a complete release from all liability in respect of such Third-Party Claim, (II) provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates, or (III) in the reasonable opinion of the Indemnitee, would otherwise adversely affect the Indemnitee or any of its Affiliates. The Indemnitee may settle any Third-Party Claim, the defense of which has not been assumed by the Indemnifying Party, only with the prior written consent of the Indemnifying Party, not to be unreasonably withheld.

Opportunity to Defend. The Indemnifying Party has shall have the right, exercisable by written notice to the Indemnitee within 30 days after receipt of a Claims Notice from the Indemnitee of the commencement or assertion of any Third-Party Claim in respect of which indemnity may be sought under this Article IIIV, to assume and conduct the defense of such Third-Party Claim in accordance with the limits set forth in this Agreement with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee; provided, however, that the (A) defense of such Third-Party Claim by the Indemnifying Party will not, in the reasonable judgment of the Indemnitee, (1) if Navy Burgundy or any member of the Burgundy Group is the Indemnifying Party, reasonably be expected to affect Xxxxx Grizzly or any of its Controlled controlled Affiliates (including after the Merger, any member of the Red Lion Spinco Group) in an a materially adverse manner (for the avoidance of doubt, any Third Party Claim relating to or arising in connection with any criminal proceeding, Action, indictment, allocation or investigation against Grizzly or its Affiliates shall be deemed materially adverse), and (2) if Red Lion Spinco or any member of the Spinco Group is the Indemnifying Party, reasonably be expected to affect Navy Burgundy or any of its Controlled controlled Affiliates in an a materially adverse manner; manner (for the avoidance of doubt, any Third Party Claim relating to or arising in connection with any criminal proceeding, Action, indictment, allocation or investigation against Burgundy or its Affiliates shall be deemed materially adverse) and (B) the Third-Party Claim solely seeks (and continues to seek) monetary damages (the conditions set forth in clauses (A) and (B) are, collectively, the “Litigation Conditions”). If the Indemnifying Party does not assume the defense of a Third-Party Claim in accordance with this Section 3.5(b)5.5, the Indemnitee may continue to defend the Third-Party Claim. If the Indemnifying Party has assumed the defense of a Third-Party Claim as provided in this Section 3.5(b)5.5, the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnitee in connection with the defense of the Third-Party Claim; provided, however, that if (x) either of the Litigation Conditions ceases to be met or (y) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Third-Party Claim, the Indemnitee may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or incurred in connection with such defense. The Indemnifying Party or the Indemnitee, as the case may be, has the right to participate in (but, subject to the prior sentence, not control), at its own expense, the defense of any Third-Party Claim that the other is defending as provided in this Agreement. The Indemnifying Party, if it has assumed the defense of any Third-Party Claim as provided in this Agreement, may not, without the prior written consent of the Indemnitee, consent to a settlement of, or the entry of any judgment arising from, any such Third-Party Claim that (I) does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a complete release from all liability in respect of such Third-Party Claim, (II) provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates, or (III) in the reasonable opinion of the Indemnitee, would otherwise materially adversely affect the Indemnitee or any of its Affiliates. The Indemnitee may settle any Third-Party Claim, the defense of which has not been assumed by the Indemnifying Party, only with the prior written consent of the Indemnifying Party, not to be unreasonably withheld, conditioned or delayed.

Opportunity to Defend. The Indemnifying Party has will have the right, exercisable by written notice to the Indemnitee Indemnified Party within 30 days after of receipt of a Claims Notice from the Indemnitee Indemnified Party of the commencement or assertion of any Third-Party Liability Claim in respect of which indemnity may be sought under this Article IIIhereunder, to assume and conduct the defense of such Third-Party Liability Claim in accordance with the limits set forth in this Agreement with counsel selected by the Indemnifying Party and reasonably acceptable to the IndemniteeIndemnified Party; provided, however, that the (A) defense of such Third-Party Claim by the Indemnifying Party will not, in the reasonable judgment of the Indemnitee, (1) if Navy is the Indemnifying Party, affect Xxxxx or any of its Controlled Affiliates (including after the Merger, any member of the Red Lion Group) in an adverse manner and (2) if Red Lion is the Indemnifying Party, affect Navy or any of its Controlled Affiliates in an adverse manner; and (Bi) the Third-Party Liability Claim solely seeks (and continues to seek) monetary damages and (ii) the Indemnifying Party expressly agrees in writing that as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party will be solely obligated to satisfy and discharge the Liability Claim (as finally determined pursuant to the provisions of this Article X) in accordance with the limits set forth in this Agreement (the conditions set forth in clauses (Ai) and (Bii) are, collectively, are collectively referred to as the “Litigation Conditions”). If the Indemnifying Party does not assume the defense of a Third-Party Liability Claim in accordance with this Section 3.5(b10.3(b), the Indemnitee Indemnified Party may continue to defend the Third-Party Liability Claim. If the Indemnifying Party has assumed the defense of a Third-Party Liability Claim as provided in this Section 3.5(b10.3(b), the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnitee Indemnified Party in connection with the defense of the Third-Party Claimthereof; provided, however, that if (xi) either any of the Litigation Conditions ceases cease to be met met, or (yii) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Third-Party Liability Claim, the Indemnitee Indemnified Party may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or incurred in connection with such defensetherewith. The Indemnifying Party or the IndemniteeIndemnified Party, as the case may be, has will have the right to participate in (but, subject to the prior sentence, but not control), at its own expense, the defense of any Third-Party Liability Claim that which the other is defending as provided in this Agreement. The Indemnifying Party, if it has will have assumed the defense of any Third-Party Liability Claim as provided in this Agreement, may will not, without the prior written consent of the Indemnitee, Indemnified Party consent to a settlement of, or the entry of any judgment arising from, any such Third-Party Liability Claim that (Ii) does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of Indemnified Party a complete release from all liability in respect of such Third-Party Claim, Liability Claim or (IIii) provides for grants any injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates, or (III) in the reasonable opinion of the Indemnitee, would otherwise adversely affect the Indemnitee or any of its Affiliatesequitable relief. The Indemnitee may Indemnified Party will have the right to settle any Third-Party Liability Claim, the defense of which has not been assumed by the Indemnifying Party, only with in its discretion exercised in good faith and upon advice of counsel, either before or after the initiation of litigation, at such time and upon such terms as the Indemnified Party deems fair and reasonable, provided that at least 10 days prior to any such settlement, written consent notice of its intention to settle is given to the Indemnifying Party, not to be unreasonably withheld.

Opportunity to Defend. The Indemnifying Party has the right, exercisable by written notice to the Indemnitee within 30 days after receipt of a Claims Notice from the Indemnitee of the commencement or assertion of any Third-Party Claim in respect of which indemnity may be sought under this Article IIIII, to assume and conduct the defense of such Third-Party Claim in accordance with the limits set forth in this Agreement with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee; provided, however, that the Indemnifying Party may only assume such defense if (A) the defense of such Third-Party Claim by the Indemnifying Party will not, in the reasonable judgment of the Indemnitee, (1) if Navy HD is the Indemnifying Party, affect Xxxxx LiveWire or any of its Controlled controlled Affiliates (including after the MergerBusiness Combination, any member of the Red Lion LiveWire Group) in an adverse manner or otherwise result in an actual or potential conflict of interest and (2) if Red Lion LiveWire is the Indemnifying Party, affect Navy HD or any of its Controlled controlled Affiliates in an adverse manner, or otherwise result in an actual or potential conflict of interest; and (B) the Third-Party Claim solely seeks (and continues to seek) monetary damages damages, and (C) the Third-Party Claim is not made by a Governmental Entity with regulatory authority over the Indemnitee or any of its material Assets (the conditions set forth in clauses (A), (B) and (BC) are, collectively, the “Litigation Conditions”). If the Indemnifying Party does not assume the defense of a Third-Party Claim in accordance with this Section 3.5(b2.5(b), the Indemnitee may continue to defend the Third-Party Claim. If the Indemnifying Party has assumed the defense of a Third-Party Claim as provided in this Section 3.5(b2.5(b), the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnitee in connection with the defense of the Third-Party Claim; provided, however, that if (x) either of the Litigation Conditions ceases to be met or (y) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Third-Party Claim, the Indemnitee may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or incurred in connection with such defense. The Indemnifying Party or the Indemnitee, as the case may be, has the right to participate in (but, subject to the prior sentence, not control), at its own expense, the defense of any Third-Party Claim that the other is defending as provided in this Agreement. The Indemnifying Party, if it has assumed the defense of any Third-Party Claim as provided in this Agreement, may not, without the prior written consent of the Indemnitee, consent to a settlement of, or the entry of any judgment arising from, any such Third-Party Claim that (I) does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a complete release from all liability in respect of such Third-Party Claim, (II) provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates, or (III) in the reasonable opinion of the Indemnitee, would otherwise adversely affect the Indemnitee or any of its Affiliates. The Indemnitee may settle any Third-Party Claim, the defense of which has not been assumed by the Indemnifying Party, only with the prior written consent of the Indemnifying Party, not to be unreasonably withheld.

Opportunity to Defend. The Indemnifying Party has the right, exercisable by written notice to the Indemnitee within 30 45 days after receipt of a Third-Party Claims Notice from the Indemnitee of the commencement or assertion of any Third-Party Claim in respect of which indemnity may be sought under this Article IIIVII, to assume and conduct the defense of such Third-Party Claim in accordance with the limits set forth in this Agreement with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee; provided, however, that the (A) defense of such the Third-Party Claim by the Indemnifying Party will notdoes not relate to or arise in connection with any criminal proceeding, in the reasonable judgment of the Indemniteeaction, (1) if Navy is the Indemnifying Partyindictment, affect Xxxxx allegation or any of its Controlled Affiliates (including after the Mergerinvestigation, any member of the Red Lion Group) in an adverse manner and (2) if Red Lion is the Indemnifying Party, affect Navy or any of its Controlled Affiliates in an adverse manner; and (B) the Third-Party Claim solely seeks (and continues to seek) monetary damages or equitable or corrective relief (with or without monetary damages, fines or penalties), which equitable relief would not adversely affect in any material respect the operations of (1) Seller or its Affiliates, if Acquiror is the Indemnifying Party, or (2) Acquiror or its Affiliates (including after the Closing, any Acquired Entities), if Seller is the Indemnifying Party, and (C) the Indemnifying Party expressly agrees with the Indemnitee in writing to be fully responsible for all of the Losses that arise from the Third-Party Claim, subject to the limitations thereon set forth in this Article VII (the conditions set forth in clauses (A) and through (BC) are, collectively, the “Litigation Conditions”). For purposes of clause (C) of the preceding sentence, if a Third-Party Claim consists of multiple claims by a plaintiff or group of plaintiffs, and it is reasonably practicable for an Indemnifying Party to control the defense of a subset of such claims, the Indemnifying Party may elect to agree to be fully responsible, subject to the limitations thereon set forth in this Article VII, for only the Losses that arise from such subset of claims, and may elect to control the defense of only such subset of claims; provided, that the other Litigation Conditions are satisfied. If the Indemnifying Party does not assume the defense of a Third-Party Claim in accordance with this Section 3.5(b7.04(b), the Indemnitee may continue to defend the Third-Party Claim. If the Indemnifying Party has assumed the defense of a Third-Party Claim as provided in this Section 3.5(b7.04(b), the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnitee in connection with the defense of the Third-Party Claim; provided, however, that if (x) either if, in the reasonable judgment of the Litigation Conditions ceases to be met or (y) Indemnitee, based on the advice of counsel, there exists a conflict of interest between the Indemnifying Party fails and the Indemnitee with respect to take reasonable steps necessary to defend diligently such Third-Party Claim, the Indemnitee may assume its own defense, and the Indemnifying Party will be liable for all pay the reasonable costs or expenses paid or incurred attorneys’ fees of one additional counsel selected by the Indemnitee in connection with such defensedefense and reasonably acceptable to the Indemnifying Party. The Indemnifying Party or the Indemnitee, as the case may be, has the right to participate in participate, at its own expense (but, subject to the prior sentence, not control), at its own expense, in the defense of any Third-Party Claim that the other is defending as provided in this Agreement. The Indemnifying Party, if it has assumed the defense of any Third-Party Claim as provided in this Agreement, may not, without the prior written consent of the Indemnitee, not to be unreasonably withheld, conditioned or delayed, consent to a settlement of, or the entry of any judgment arising from, any such Third-Party Claim that unless (Ix) does not include the Indemnifying Party promptly pays in full any obligation imposed on the Indemnitee by such settlement or judgment, (y) such settlement or judgment includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a complete release from all liability in respect of such Third-Party Claim, Claim without any finding or admission of any violation of Law or admission of any wrongdoing and (IIz) provides for does not impose injunctive or other nonmonetary non-monetary equitable relief affecting against the Indemnitee or any of its Affiliates, or (III) in the reasonable opinion of the Indemnitee, would otherwise adversely affect the Indemnitee or any of its Affiliatestheir respective businesses. The Indemnitee may not settle any Third-Third Party Claim, the defense of which has not been assumed by the Indemnifying Party, only with Claim without the prior written consent of the Indemnifying Party, not to be unreasonably withheld, conditioned or delayed.

Opportunity to Defend. The Indemnifying Party has the right, exercisable by written notice to the Indemnitee within 30 days after receipt of a Claims Notice from the Indemnitee of the commencement or assertion of any Third-Party Claim in respect of which indemnity may be sought under this Article IIIVII, to assume and conduct the defense of such Third-Party Claim in accordance with the limits set forth in this Agreement with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee; provided, however, that the (A) defense of such Third-Party Claim by the Indemnifying Party will not, in the reasonable judgment of the Indemnitee, (1) if Navy is the Indemnifying Party, affect Xxxxx or any of its Controlled Affiliates (including after the Merger, any member of the Red Lion Group) in an adverse manner and (2) if Red Lion is the Indemnifying Party, affect Navy or any of its Controlled Affiliates in an adverse manner; and (B) the Third-Party Claim solely seeks (1) does not relate to or arise in connection with any criminal proceeding, Action, indictment, allegation or investigation, (2) does not involve any equitable, corrective or other non-monetary relief, and continues (3) does not involve Losses that are reasonably expected to seekexceed the maximum amount for which the Indemnifying Party could be liable under this Agreement, and (B) monetary damages the Indemnifying Party expressly agrees with the Indemnitee in writing to be fully responsible for all of the Losses that arise from the Third-Party Claim, subject to the limitations thereon set forth in this Article VII (the conditions set forth in clauses (A) and (B) are, collectively, the “Litigation Conditions”). For purposes of clause (B) of the preceding sentence, if a Third-Party Claim consists of multiple claims by a plaintiff or group of plaintiffs, and it is reasonably practicable for an Indemnifying Party to control the defense of a subset of such claims, the Indemnifying Party may elect to agree to be fully responsible subject to the limitations thereon set forth in this Article VII, for only all of the Losses that arise from such subset of claims, and may elect to control the defense of only such subset of claims; provided, that the other Litigation Conditions set forth in clauses (A) and (B) of the preceding sentence are satisfied. If the Indemnifying Party does not assume the defense of a Third-Party Claim in accordance with this Section 3.5(b7.04(b), the Indemnitee may continue to defend the Third-Party Claim. If the Indemnifying Party has assumed the defense of a Third-Party Claim as provided in this Section 3.5(b7.04(b), the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnitee in connection with the defense of the Third-Party Claim; provided, however, that if (x) either any of the Litigation Conditions ceases to be met or met, (y) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Third-Party Claim, or (z) in the reasonable judgment of the Indemnitee based on the advice of counsel, there exists an actual or potential conflict of interest between the Indemnifying Party and the Indemnitee with respect to such Third-Party Claim, the Indemnitee may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or thereafter incurred in connection with such defense. The Indemnifying Party or the Indemnitee, as the case may be, has the right to participate in (but, subject to the prior sentence, not control), at its own expense, the defense of any Third-Party Claim that the other is defending as provided in this Agreement. The Indemnifying Party, if it has assumed the defense of any Third-Party Claim as provided in this Agreement, may not, without the prior written consent of the Indemnitee, consent to a settlement of, or the entry of any judgment arising from, any such Third-Party Claim that (I) does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a complete release from all liability in respect of such Third-Party Claim, (II) provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates, or (III) in the reasonable opinion of the Indemnitee, would otherwise adversely affect the Indemnitee or any of its Affiliates. The Indemnitee may settle any Third-Party Claim, the defense of which has not been assumed by the Indemnifying Party, only with the prior written consent of the Indemnifying Party, not to be unreasonably withheld.

Opportunity to Defend. (A) The Indemnifying Party has the right, exercisable will accept or decline its obligation to defend by written notice to the Indemnitee (the “Defense Notice”) within 30 days after receipt of a Claims Notice from the Indemnitee of the commencement or assertion of any Third-Party Claim in respect of which indemnity may be sought under this Article IIIVIII. If the Indemnifying Party accepts its obligation to defend, to it will assume and conduct the defense of such Third-Party Claim in accordance with the limits set forth in this Agreement with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee and will expressly agree with the Indemnitee in writing to be fully responsible for all of the Losses that arise from the Third-Party Claim, subject to the limitations thereon set forth in this Article VIII. Notwithstanding the foregoing and at Indemnitee; provided’s election, howeverthe Indemnifying Party will not be entitled to control, that but may participate in, and the (A) Indemnitee will be entitled to have sole control, including the right to select defense counsel, over the defense or settlement of such any Third-Party Claim by the Indemnifying Party will not, in the reasonable judgment of the Indemnitee, that (1) if Navy is the Indemnifying Partyrelates to or arises in connection with any criminal proceeding, affect Xxxxx action, indictment, allegation or any of its Controlled Affiliates (including after the Mergerinvestigation, any member of the Red Lion Group) in an adverse manner and (2) if Red Lion is the Indemnifying Party, affect Navy or any of its Controlled Affiliates in an adverse manner; and (B) the Third-Party Claim solely seeks (and continues to seek) any relief other than monetary damages damages, including a temporary restraining order, a preliminary or permanent injunction or specific performance, (3) if the conditions set forth third party were to prevail in clauses (A) and (B) are, collectively, the “Litigation Conditions”). If the Indemnifying Party does not assume the defense of a Third-Party Claim in accordance with this Section 3.5(b), the Indemnitee may continue to defend the Third-Party Claim. If the Indemnifying Party has assumed the defense of a Third-Party Claim as provided in this Section 3.5(b), the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnitee in connection with the defense of the Third-Party Claim; provided, however, that if (x) either of the Litigation Conditions ceases to be met or (y) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Third-Party Claim, would result in a precedent that would materially interfere with, or have a material adverse impact on the Indemnitee may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs business or expenses paid or incurred in connection with such defense. The Indemnifying Party or financial condition of the Indemnitee, as or (4) would reasonably be expected to materially exceed the case may be, has the right to participate in (but, subject to the prior sentence, not control), at its own expense, the defense of any Cap. If a Third-Party Claim that the other consists of multiple claims by a plaintiff or group of plaintiffs, and it is defending as provided in this Agreement. The reasonably practicable for an Indemnifying Party, if it has assumed Party to control the defense of any Third-a subset of such claims, the Indemnifying Party Claim as provided may elect to agree to be fully responsible subject to the limitations thereon set forth in this AgreementArticle VIII, may not, without the prior written consent for only all of the IndemniteeLosses that arise from such subset of claims, consent and may elect to a settlement of, or the entry of any judgment arising from, any such Third-Party Claim that (I) does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a complete release from all liability in respect of such Third-Party Claim, (II) provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates, or (III) in the reasonable opinion of the Indemnitee, would otherwise adversely affect the Indemnitee or any of its Affiliates. The Indemnitee may settle any Third-Party Claim, control the defense of which has not been assumed by only such subset of claims; provided, that the Indemnifying Party, only with the prior written consent of the Indemnifying Party, not Party is otherwise permitted to be unreasonably withhelddefend such claim hereunder.

Opportunity to Defend. The Indemnifying Party has shall have the right, exercisable by written notice to the Indemnitee Indemnified Party within 30 thirty (30) days after of receipt of a Claims Notice from the Indemnitee Indemnified Party of the commencement or assertion of any Third-Party Liability Claim in respect of which indemnity may be sought under this Article III, 11 for a claim brought by a third party to assume and conduct the defense of such Third-Party Liability Claim in accordance with the limits set forth in this Agreement with counsel selected by the Indemnifying Party and reasonably acceptable to the IndemniteeIndemnified Party; provided, however, that (i) the (A) defense of such Third-Party Liability Claim by the Indemnifying Party will not, in the reasonable judgment of the Indemnitee, (1) if Navy is the Indemnifying Indemnified Party, affect Xxxxx or any of its Controlled Affiliates (including after have a material adverse effect on the Merger, any member of the Red Lion Group) in an adverse manner and (2) if Red Lion is the Indemnifying Indemnified Party, affect Navy or any of its Controlled Affiliates in an adverse manner; and (Bii) the Third-Indemnifying Party has sufficient financial resources, in the reasonable judgment of the Indemnified Party, to satisfy the amount of any adverse monetary judgment that is reasonably likely to result; and (iii) the Liability Claim solely seeks (and continues to seek) monetary damages damages; and (iv) the Indemnifying Party expressly agrees in writing that as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall hold the Indemnified Party harmless and obtain the unconditional release of the Indemnified Party for any obligation for the Liability Claim in accordance with the limits set forth in this Agreement (the conditions set forth in clauses (Ai) and through (Biv) are, collectively, are collectively referred to as the “Litigation Conditions”). If the Indemnifying Party does not assume the defense of a Third-Party Liability Claim in accordance with this Section 3.5(b11.2(b), the Indemnitee Indemnified Party may continue to defend the Third-Party Liability Claim. If the Indemnifying Party has assumed the defense of a Third-Party Liability Claim as provided in this Section 3.5(b11.2(b), the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnitee Indemnified Party in connection with the defense of the Third-Party Claimthereof; provided, however, that if (xi) either any of the Litigation Conditions ceases cease to be met or (yii) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Third-Party Liability Claim, the Indemnitee Indemnified Party may assume its own defense, and the Indemnifying Party will shall be liable for all reasonable costs or expenses paid or incurred in connection with such defensetherewith. The Indemnifying Party or the IndemniteeIndemnified Party, as the case may be, has the right to participate in (but, subject to the prior sentence, but not control), at its own expense, the defense of any Third-Party Liability Claim that the other is defending as provided in this Agreement. The Indemnifying Party, if it has shall have assumed the defense of any Third-Party Liability Claim as provided in this Agreement, may shall not, without the prior written consent of the IndemniteeIndemnified Party, consent to a settlement of, or the entry of any judgment arising from, any such Third-Party Liability Claim that which (Ii) does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of Indemnified Party a complete release from all liability in respect of such Third-Party Liability Claim, (II) provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates, or (IIIii) in grants any injunctive or equitable relief or (iii) may reasonably be expected to have a material adverse effect on the reasonable opinion affected business of the Indemnitee, would otherwise adversely affect the Indemnitee or any of its AffiliatesIndemnified Party. The Indemnitee may Indemnified Party shall have the right to settle any Third-Party Liability Claim, the defense of which has not been assumed by the Indemnifying Party, only with the prior written consent of the Indemnifying Party, not to be unreasonably withheld.

Opportunity to Defend. The Indemnifying Party has the right, exercisable by written notice to the Indemnitee Indemnified Party within 30 days fifteen (15) Business Days after receipt of a Claims Notice from the Indemnitee Indemnified Party of the commencement or assertion of any Third-Party Liability Claim in respect of which indemnity may be sought under this Article III8, to assume and conduct the defense of such Third-Party Liability Claim in accordance with the limits set forth in this Agreement with counsel selected by the Indemnifying Party and reasonably acceptable to the IndemniteeIndemnified Party; provided, however, that the (Ai) defense of such Third-Party Liability Claim by the Indemnifying Party will not, in the reasonable judgment of the Indemnitee, (1) if Navy is the Indemnifying Indemnified Party, affect Xxxxx or any of its Controlled Affiliates have a material adverse effect on the Indemnified Party; (including after ii) Indemnifying Party has adequate financial resources, in the Merger, any member reasonable judgment of the Red Lion Group) in an adverse manner and (2) if Red Lion is the Indemnifying Indemnified Party, affect Navy or to satisfy the amount of any of its Controlled Affiliates in an adverse mannermonetary judgment that is reasonably likely to result; and (Biii) the Third-Party Liability Claim solely seeks (and continues to seek) monetary damages damages; (iv) Liability Claim does not include criminal charges; (v) Liability Claim does not involve or relate to any Material Customer; and (vi) Liability Claim does not relate to Section 8.1(a)(i)(E) (the conditions set forth in clauses (Ai) and through (Bv) are, collectively, the “Litigation Conditions”). If the Indemnifying Party does not assume the defense of a Third-Party Liability Claim in accordance with this Section 3.5(b8.2(b), the Indemnitee Indemnified Party may continue to defend the Third-Party Liability Claim. If the Indemnifying Party has assumed the defense of a Third-Party Liability Claim as provided in this Section 3.5(b8.2(b), the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnitee Indemnified Party in connection with the defense of the Third-Party Liability Claim; provided, however, that if (xi) either any of the Litigation Conditions ceases to be met or (yii) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Third-Party Liability Claim, the Indemnitee Indemnified Party may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or incurred in connection with such defense. The Indemnifying Party or the IndemniteeIndemnified Party, as the case may be, has the right to participate in (but, subject to the prior sentence, but not control), at its own expense, the defense of any Third-Party Liability Claim that the other is defending as provided in this Agreement. The Indemnifying Party, if it has assumed the defense of any Third-Party Liability Claim as provided in this Agreement, may not, without the prior written consent of the IndemniteeIndemnified Party, consent to a settlement of, or the entry of any judgment arising from, any such Third-Party Liability Claim that (Ii) does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee Indemnified Party of a complete release from all liability in respect of such Third-Party Liability Claim, (IIii) provides for grants any injunctive or other nonmonetary equitable relief affecting the Indemnitee or any of its Affiliates, or (IIIiii) in may reasonably be expected to have an adverse effect on the reasonable opinion affected business of the Indemnitee, would otherwise adversely affect the Indemnitee or any of its AffiliatesIndemnified Party. The Indemnitee may Indemnified Party has the right to settle any Third-Party Liability Claim, the defense of which has not been assumed by the Indemnifying Party, only with once it has secured the prior written consent of the Indemnifying Party, Party (which consent shall not to be unreasonably withheld, conditioned or delayed).

Opportunity to Defend. The Indemnifying Party has the right, exercisable by written notice to the Indemnitee within 30 days after receipt of a Claims Notice from the Indemnitee of the commencement or assertion of any Third-Party Claim in respect of which indemnity may be sought under this Article IIIIV, to assume and conduct the defense of such Third-Party Claim in accordance with the limits set forth in this Agreement with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee; provided, however, that the (A) defense of such Third-Party Claim by the Indemnifying Party will not, in the reasonable judgment of the Indemnitee, (1x) if Navy Parent is the Indemnifying Party, affect Xxxxx RMT Partner or any of its Controlled Affiliates (including after the Merger, any member of the Red Lion Folgers Group) in an a materially adverse manner and (2y) if Red Lion RMT Partner or Folgers is the Indemnifying Party, affect Navy Parent or any of its Controlled Affiliates in an a materially adverse manner; and (B) the Third-Party Claim solely seeks (and continues to seek) monetary damages and/or equitable relief (with or without monetary damages) which equitable relief would not reasonably be expected to affect in any material and adverse respect the operations of (x) Parent or its Controlled Affiliates, if RMT Partner or Folgers is the Indemnifying Party, or (y) RMT Partner or its Controlled Affiliates (including after the Merger, any member of the Folgers Group), if Parent is the Indemnifying Party; and (C) the Indemnifying Party expressly agrees with the Indemnitee in writing to be fully responsible for all of the Losses that arise from the Third-Party Claim (the conditions set forth in clauses (A) through (C) are, collectively, the “Litigation Conditions”). For purposes of clause (C) of the preceding sentence, if a Third-Party Claim consists of multiple claims by a plaintiff or group of plaintiffs, and it is reasonably practicable for an Indemnifying Party to control the defense of a subset of the such claims, the Indemnifying Party may elect to agree to be fully responsible for only all of the Losses that arise from such subset of claims, and may elect to control the defense of only such subset of claims, provided that the other Litigation Conditions set forth in clauses (A) and (B) are, collectively, of the “Litigation Conditions”)preceding sentence are satisfied. If the Indemnifying Party does not assume the defense of a Third-Party Claim in accordance with this Section 3.5(b4.5(b), the Indemnitee may continue to defend the Third-Party Claim. If the Indemnifying Party has assumed the defense of a Third-Party Claim as provided in this Section 3.5(b4.5(b), the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnitee in connection with the defense of the Third-Party Claim; provided, however, that if (x) either any of the Litigation Conditions ceases to be met or (y) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Third-Party Claim, the Indemnitee may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or incurred in connection with such defense. The Indemnifying Party or the Indemnitee, as the case may be, has the right to participate in (but, subject to the prior sentence, not control), at its own expense, the defense of any Third-Party Claim that the other is defending as provided in this Agreement. The Indemnifying Party, if it has assumed the defense of any Third-Party Claim as provided in this Agreement, may not, without the prior written consent of the Indemnitee, consent to a settlement of, or the entry of any judgment arising from, any such Third-Party Claim that (I) does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a complete release from all liability in respect of such Third-Party Claim, (II) provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates, or (III) in the reasonable opinion of the Indemnitee, would otherwise adversely affect the Indemnitee or any of its Affiliates. The Indemnitee may has the right to settle any Third-Party Claim, the defense of which has not been assumed by the Indemnifying Party, only with the prior written consent of the Indemnifying Party, not to be unreasonably withheld.

Opportunity to Defend. The Indemnifying Party has the right, exercisable by written notice to the Indemnitee within 30 90 days after receipt of a Claims Notice from the Indemnitee of the commencement or assertion of any Third-Party Claim in respect of which indemnity may be sought under this Article IIIVII, to assume and conduct the defense of such Third-Party Claim in accordance with the limits set forth in this Agreement with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee; provided, however, that the (A) defense of such the Third-Party Claim by the Indemnifying Party will notdoes not relate to or arise in connection with any criminal proceeding, in the reasonable judgment of the Indemniteeaction, (1) if Navy is the Indemnifying Partyindictment, affect Xxxxx allegation or any of its Controlled Affiliates (including after the Mergerinvestigation, any member of the Red Lion Group) in an adverse manner and (2) if Red Lion is the Indemnifying Party, affect Navy or any of its Controlled Affiliates in an adverse manner; and (B) the Third-Party Claim solely seeks (and continues to seek) monetary damages and/or equitable relief (with or without monetary damages) which equitable relief would not reasonably be expected to affect in any material and adverse respect the operations of the Indemnitee, and (C) the Indemnifying Party expressly agrees with the Indemnitee in writing to be responsible for all of the Losses (which may be subject, however, to the limitations set forth in this Article VII, including the limitations set forth in Section 7.06(c)) that arise from the Third-Party Claim within 180 days of assuming the defense of such Third-Party Claim (the conditions set forth in clauses (A) through (C), collectively, the “Litigation Conditions”). For purposes of clause (C) of the preceding sentence, if a Third-Party Claim consists of multiple claims by a plaintiff or group of plaintiffs, and it is reasonably practicable for an Indemnifying Party to control the defense of a subset of such claims, the Indemnifying Party may elect to agree to be responsible for only all of the Losses that arise from such subset of claims, and may elect to control the defense of only such subset of claims, provided that the other Litigation Conditions set forth in clauses (A) and (B) are, collectively, of the “Litigation Conditions”)preceding sentence are satisfied. If the Indemnifying Party does not assume the defense of a Third-Party Claim in accordance with this Section 3.5(b7.04(b), the Indemnitee may continue to defend the Third-Party Claim. If the Indemnifying Party has assumed the defense of a Third-Party Claim as provided in this Section 3.5(b7.04(b), the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnitee in connection with the defense of the Third-Party Claim; provided, however, that if (x) either any of the Litigation Conditions ceases to be met or (y) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Third-Party Claim, the Indemnitee may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or thereafter incurred in connection with such defense. The Indemnifying Party or the Indemnitee, as the case may be, has the right to participate in (but, subject to the prior sentence, not control), at its own expense, the defense of any Third-Party Claim that the other is defending as provided in this Agreement. The Indemnifying Party, if it has assumed the defense of any Third-Party Claim as provided in this Agreement, may not, without the prior written consent of the IndemniteeIndemnitee (which - 39 - consent will not be unreasonably withheld, conditioned or delayed), consent to a settlement of, or the entry of any judgment arising from, any such Third-Party Claim that (I) does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a complete release from all liability in respect of such Third-Party Claim, (II) provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates, or (III) in the reasonable opinion of the Indemnitee, would otherwise adversely affect the Indemnitee or any of its Affiliates. The Indemnitee may has the right to settle any Third-Party Claim, the defense of which has not been assumed by the Indemnifying Party, only with the prior written consent of the Indemnifying Party, not to be unreasonably withheld, conditioned or delayed.

Opportunity to Defend. The Indemnifying Party has the right, exercisable by written notice to the Indemnitee within 30 90 days after receipt of a Claims Notice from the Indemnitee of the commencement or assertion of any Third-Party Claim in respect of which indemnity may be sought under this Article IIIVII, to assume and conduct the defense of such Third-Party Claim in accordance with the limits set forth in this Agreement with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee; provided, however, that the (A) defense of such the Third-Party Claim by the Indemnifying Party will notdoes not relate to or arise in connection with any criminal proceeding, in the reasonable judgment of the Indemniteeaction, (1) if Navy is the Indemnifying Partyindictment, affect Xxxxx allegation or any of its Controlled Affiliates (including after the Mergerinvestigation, any member of the Red Lion Group) in an adverse manner and (2) if Red Lion is the Indemnifying Party, affect Navy or any of its Controlled Affiliates in an adverse manner; and (B) the Third-Party Claim solely seeks (and continues to seek) monetary damages and/or equitable relief (with or without monetary damages) which equitable relief would not reasonably be expected to affect in any material and adverse respect the operations of the Indemnitee, and (C) the Indemnifying Party expressly agrees with the Indemnitee in writing to be responsible for all of the Losses (which may be subject, however, to the limitations set forth in this Article VII, including the limitations set forth in Section 7.06(c)) that arise from the Third-Party Claim within 180 days of assuming the defense of such Third-Party Claim (the conditions set forth in clauses (A) through (C), collectively, the “Litigation Conditions”). For purposes of clause (C) of the preceding sentence, if a Third-Party Claim consists of multiple claims by a plaintiff or group of plaintiffs, and it is reasonably practicable for an Indemnifying Party to control the defense of a subset of such claims, the Indemnifying Party may elect to agree to be responsible for only all of the Losses that arise from such subset of claims, and may elect to control the defense of only such subset of claims, provided that the other Litigation Conditions set forth in clauses (A) and (B) are, collectively, of the “Litigation Conditions”)preceding sentence are satisfied. If the Indemnifying Party does not assume the defense of a Third-Party Claim in accordance with this Section 3.5(b7.04(b), the Indemnitee may continue to defend the Third-Party Claim. If the Indemnifying Party has assumed the defense of a Third-Party Claim as provided in this Section 3.5(b7.04(b), the - 56 - Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnitee in connection with the defense of the Third-Party Claim; provided, however, that if (x) either any of the Litigation Conditions ceases to be met or (y) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Third-Party Claim, the Indemnitee may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or thereafter incurred in connection with such defense. The Indemnifying Party or the Indemnitee, as the case may be, has the right to participate in (but, subject to the prior sentence, not control), at its own expense, the defense of any Third-Party Claim that the other is defending as provided in this Agreement. The Indemnifying Party, if it has assumed the defense of any Third-Party Claim as provided in this Agreement, may not, without the prior written consent of the IndemniteeIndemnitee (which consent will not be unreasonably withheld, conditioned or delayed), consent to a settlement of, or the entry of any judgment arising from, any such Third-Party Claim that (I) does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a complete release from all liability in respect of such Third-Party Claim, (II) provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates, or (III) in the reasonable opinion of the Indemnitee, would otherwise adversely affect the Indemnitee or any of its Affiliates. The Indemnitee may has the right to settle any Third-Party Claim, the defense of which has not been assumed by the Indemnifying Party, only with the prior written consent of the Indemnifying Party, not to be unreasonably withheld, conditioned or delayed.

Opportunity to Defend. The Indemnifying Party has the right, exercisable by written notice to the Indemnitee within 30 90 days after receipt of a Claims Notice from the Indemnitee of the commencement or assertion of any Third-Party Claim in respect of which indemnity may be sought under this Article IIIIX, to assume and conduct the defense of such Third-Party Claim in accordance with the limits set forth in this Agreement with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee; provided, however, that the (A) defense of such the Third-Party Claim by the Indemnifying Party will notdoes not relate to or arise in connection with any criminal proceeding, in the reasonable judgment of the Indemniteeaction, (1) if Navy is the Indemnifying Partyindictment, affect Xxxxx allegation or any of its Controlled Affiliates (including after the Mergerinvestigation, any member of the Red Lion Group) in an adverse manner and (2) if Red Lion is the Indemnifying Party, affect Navy or any of its Controlled Affiliates in an adverse manner; and (B) the Third-Party Claim solely seeks (and continues to seek) monetary damages or equitable or corrective relief (with or without monetary damages, fines or penalties) which equitable relief would not reasonably be expected to adversely affect in any material respect the operations of (1) Parent or its Affiliates, if Acquiror is the Indemnifying Party or (2) Acquiror or its Affiliates (including after the Closing, any member of the Galleria Group), if Parent is the Indemnifying Party, and (C) the Indemnifying Party expressly agrees with the Indemnitee in writing to be fully responsible for all of the Losses that arise from the Third-Party Claim, subject to the limitations thereon set forth in this Article IX (the conditions set forth in clauses (A) and through (BC) are, collectively, the “Litigation Conditions”). For purposes of clause (C) of the preceding sentence, if a Third-Party Claim consists of multiple claims by a plaintiff or group of plaintiffs, and it is reasonably practicable for an Indemnifying Party to control the defense of a subset of such claims, the Indemnifying Party may elect to agree to be fully responsible subject to the limitations thereon set forth in this Article IX, for only all of the Losses that arise from such subset of claims, and may elect to control the defense of only such subset of claims; provided, that the other Litigation Conditions set forth in clauses (A), (B) and (C) of the preceding sentence are satisfied. If the Indemnifying Party does not assume the defense of a Third-Party Claim in accordance with this Section 3.5(b9.05(b), the Indemnitee may continue to defend the Third-Party Claim. If the Indemnifying Party has assumed the defense of a Third-Party Claim as provided in this Section 3.5(b9.05(b), the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnitee in connection with the defense of the Third-Party Claim; provided, however, that if (x) either any of the Litigation Conditions ceases to be met or met, (y) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Third-Party Claim, or (z) in the reasonable judgment of the Indemnitee based on the advice of counsel, there exists an actual or potential conflict of interest between the Indemnifying Party and the Indemnitee with respect to such Third-Party Claim, the Indemnitee may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or thereafter incurred in connection with such defense. The Indemnifying Party or the Indemnitee, as the case may be, has the right to participate in (but, subject to the prior sentence, not control), at its own expense, the defense of any Third-Party Claim that the other is defending as provided in this Agreement. The Indemnifying Party, if it has assumed the defense of any Third-Party Claim as provided in this Agreement, may not, without the prior written consent of the Indemnitee, consent to a settlement of, or the entry of any judgment arising from, any such Third-Party Claim that (I) does not include unless such settlement or judgment includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a complete release from all liability in respect of such Third-Party Claim, (II) provides for Claim and unless such settlement or judgment does not impose injunctive or other nonmonetary non-monetary equitable relief affecting against the Indemnitee or any of its Affiliates, or (III) in the reasonable opinion of the Indemnitee, would otherwise adversely affect the Indemnitee or any of its Affiliatestheir respective businesses. The Indemnitee may has the right to settle any Third-Party Claim, the defense of which has not been assumed by the Indemnifying Party, only with the prior written consent of the Indemnifying Party, not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing, in connection with the defense of any Third-Party Claim, Parent will have the right to assert, prosecute, settle and receive the proceeds of any counter-claims or affirmative defenses of the Parent Group that are otherwise an Galleria Asset.

Opportunity to Defend. The Indemnifying Party has the right, exercisable by written notice to the Indemnitee within 30 days after receipt of a Claims Notice from the Indemnitee of the commencement or assertion of any Third-Party Claim in respect of which indemnity may be sought under this Article III, to assume and conduct the defense of such Third-Party Claim in accordance with the limits set forth in this Agreement with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee; provided, however, that the (A) defense of such Third-Party Claim by the Indemnifying Party will not, in the reasonable judgment of the Indemnitee, (1) if Navy is the Indemnifying Party, affect Xxxxx Penny or any of its Controlled Affiliates (including after the Merger, any member of the Red Lion Group) in an adverse manner and (2) if Red Lion is the Indemnifying Party, affect Navy or any of its Controlled Affiliates in an adverse manner; and (B) the Third-Party Claim solely seeks (and continues to seek) monetary damages (the conditions set forth in clauses (A) and (B) are, collectively, the “Litigation Conditions”). If the Indemnifying Party does not assume the defense of a Third-Party Claim in accordance with this Section 3.5(b), the Indemnitee may continue to defend the Third-Party Claim. If the Indemnifying Party has assumed the defense of a Third-Party Claim as provided in this Section 3.5(b), the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnitee in connection with the defense of the Third-Party Claim; provided, however, that if (x) either of the Litigation Conditions ceases to be met or (y) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Third-Party Claim, the Indemnitee may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or incurred in connection with such defense. The Indemnifying Party or the Indemnitee, as the case may be, has the right to participate in (but, subject to the prior sentence, not control), at its own expense, the defense of any Third-Party Claim that the other is defending as provided in this Agreement. The Indemnifying Party, if it has assumed the defense of any Third-Party Claim as provided in this Agreement, may not, without the prior written consent of the Indemnitee, consent to a settlement of, or the entry of any judgment arising from, any such Third-Party Claim that (I) does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a complete release from all liability in respect of such Third-Party Claim, (II) provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates, or (III) in the reasonable opinion of the Indemnitee, would otherwise adversely affect the Indemnitee or any of its Affiliates. The Indemnitee may settle any Third-Party Claim, the defense of which has not been assumed by the Indemnifying Party, only with the prior written consent of the Indemnifying Party, not to be unreasonably withheld.

Opportunity to Defend. The Indemnifying Party has the right, exercisable by written notice to the Indemnitee within 30 days after receipt of a Claims Notice from the Indemnitee of the commencement or assertion of any Third-Party Claim in respect of which indemnity may be sought under this Article IIIIV, to assume and conduct the defense of such Third-Party Claim in accordance with the limits set forth in this Agreement with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee; provided, however, that the (A) defense of such Third-Party Claim by the Indemnifying Party will not, in the reasonable judgment of the Indemnitee, (1) if Navy Parent is the Indemnifying Party, affect Xxxxx Acquirer or any of its Controlled Affiliates (including after the Merger, any member of the Red Lion Spinco Group) in an adverse manner and (2) if Red Lion Spinco is the Indemnifying Party, affect Navy Parent or any of its Controlled Affiliates in an adverse manner; and (B) the Third-Party Claim solely seeks (and continues to seek) monetary damages (the conditions set forth in clauses (A) and (B) are, collectively, the “Litigation Conditions”). If the Indemnifying Party does not assume the defense of a Third-Party Claim in accordance with this Section 3.5(b4.5(b), the Indemnitee may continue to defend the Third-Party Claim. If the Indemnifying Party has assumed the defense of a Third-Party Claim as provided in this Section 3.5(b4.5(b), the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnitee in connection with the defense of the Third-Party Claim; provided, however, that if (x) either of the Litigation Conditions ceases to be met or (y) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Third-Party Claim, the Indemnitee may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or incurred in connection with such defense. The Indemnifying Party or the Indemnitee, as the case may be, has the right to participate in (but, subject to the prior sentence, not control), at its own expense, the defense of any Third-Party Claim that the other is defending as provided in this Agreement. The Indemnifying Party, if it has assumed the defense of any Third-Party Claim as provided in this Agreement, may not, without the prior written consent of the Indemnitee, consent to a settlement of, or the entry of any judgment arising from, any such Third-Party Claim that (I) does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a complete release from all liability in respect of such Third-Party Claim, (II) provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates, or (III) in the reasonable opinion of the Indemnitee, would otherwise adversely affect the Indemnitee or any of its Affiliates. The Indemnitee may settle any Third-Party Claim, the defense of which has not been assumed by the Indemnifying Party, only with the prior written consent of the Indemnifying Party, not to be unreasonably withheld.

Opportunity to Defend. The Indemnifying Party has the right, exercisable by written notice to the Indemnitee within 30 days 10 Business Days after receipt of a Claims Notice from the Indemnitee of the commencement or 66 NAI-1504903777v10 assertion of any Third-Party Claim in respect of which indemnity may be sought under this Article IIIVIII, to assume and conduct the defense of such Third-Party Claim in accordance with the limits set forth in this Agreement with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee; provided, however, that the (A) defense of such the Third-Party Claim by does not relate to or arise in connection with any criminal proceeding, action, indictment, allegation or investigation, (B) the Indemnifying Third-Party will Claim would not, in the reasonable judgment opinion of the Indemnitee, negatively affect the reputation of the Indemnitee, (1C) if Navy the Third-Party Claim does not involve (in the event that Acquiror is the Indemnifying Partyan Indemnitee) any customer of Acquiror or its Subsidiaries or Governmental Authority that regulates Acquiror or its Subsidiaries, affect Xxxxx or any of its Controlled Affiliates (including after the Merger, any member of the Red Lion Group) in an adverse manner and (2) if Red Lion is the Indemnifying Party, affect Navy or any of its Controlled Affiliates in an adverse manner; and (BD) the Third-Party Claim solely seeks (and continues to seek) monetary damages damages; and (E) the Indemnifying Party expressly agrees with the Indemnitee in writing to be fully responsible for all of the Losses that arise from the Third-Party Claim (the conditions set forth in clauses (A) and through (BE) are, collectively, the “Litigation Conditions”). For purposes of clause (E) of the preceding sentence, if a Third-Party Claim consists of multiple claims by a plaintiff or group of plaintiffs, and it is reasonably practicable for an Indemnifying Party to control the defense of a subset of such claims, the Indemnifying Party may elect to agree to be fully responsible for only all of the Losses that arise from such subset of claims, and may elect to control the defense of only such subset of claims; provided, that the other Litigation Conditions set forth in clauses (A) through (E) of the preceding sentence are satisfied. If the Indemnifying Party does not assume the defense of a Third-Party Claim in accordance with this Section 3.5(b8.04(b), the Indemnitee may continue to defend the Third-Party Claim. If the Indemnifying Party has assumed the defense of a Third-Party Claim as provided in this Section 3.5(b8.04(b), the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnitee in connection with the defense of the Third-Party Claim; provided, however, that if (x) either any of the Litigation Conditions ceases to be met or met, (y) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Third-Party Claim or (z) in the reasonable judgment of the Indemnitee based on the advice of counsel, there exists an actual or potential conflict of interest between the Indemnifying Party and the Indemnitee with respect to such Third-Party Claim, the Indemnitee may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or thereafter incurred by the Indemnitee in connection with such defense. The Indemnifying Party or the Indemnitee, as the case may be, has the right to participate in (but, subject to the prior sentence, not control), at its own expense, the defense of any Third-Party Claim that the other is defending as provided in this Agreement. The Indemnifying Party, if it has assumed the defense of any Third-Party Claim as provided in this Agreement, may not, without the prior written consent of the Indemnitee, consent to a settlement of, or the entry of any judgment arising from, any such Third-Party Claim that (I) does not include unless such settlement or judgment includes as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a complete release from all liability in respect of such Third-Party Claim, (II) provides for Claim and unless such settlement or judgment does not impose NAI-1504903777v10 injunctive or other nonmonetary non-monetary equitable relief affecting against the Indemnitee or any of its Affiliates, or (III) in the reasonable opinion of the Indemnitee, would otherwise adversely affect the Indemnitee or any of its Affiliatestheir respective businesses. The Indemnitee may has the right to settle any Third-Party Claim, the defense of which has not been assumed by the Indemnifying Party, only with the prior written consent of the Indemnifying Party, which consent will not to be unreasonably withheld, conditioned or delayed.

Opportunity to Defend. The Indemnifying Party has the right, subject to the provisions set forth in this Section 3.5, exercisable by written notice to the Indemnitee within 30 thirty (30) days after receipt of a Claims Notice from the Indemnitee of the commencement or assertion of any Third-Party Claim in respect of which indemnity may be sought under this Article III, to assume and conduct the defense of such Third-Party Claim in accordance with the limits set forth in this Agreement with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee; provided, however, that the Indemnifying Party may only assume and conduct the defense of such Third-Party Claim to the extent that (A) the defense of such Third-Party Claim by the Indemnifying Party will shall not, in the reasonable judgment of the Indemnitee, (1) if Navy Sasol Chemicals is the Indemnifying Party, materially and adversely affect Xxxxx a member of the NewCo Group or any of its Affiliates, or (2) if a member of the NewCo Group is the Indemnifying Party, materially and adversely affect Sasol Chemicals or any of its Controlled Affiliates (including after the Merger, any member of the Red Lion Group) in an adverse manner and (2) if Red Lion is the Indemnifying Party, affect Navy or any of its Controlled Affiliates in an adverse mannerAffiliates; and (B) the Third-Party Claim solely seeks (and continues to seek) monetary damages damages; (C) the Third-Party Claim does not allege Losses in excess of the Indemnifying Party’s indemnification obligations; and (D) the defense of such Third-Party Claim by the Indemnifying Party would not lead to a conflict or potential conflict between the Indemnifying Party and the Indemnitee (the conditions set forth in clauses (A) and through (BD) are, collectively, the “Litigation Conditions”). If the Indemnifying Party does not, or is not entitled to, assume the defense of a Third-Party Claim in accordance with this Section 3.5(b3.5(c), the Indemnitee may continue to defend the Third-Party Claim. If the Indemnifying Party has assumed the defense of a Third-Party Claim as provided in pursuant to this Section 3.5(b3.5(c), it shall (x) keep the Indemnifying Indemnitee advised of the status of such Third- Party will not be liable for any legal expenses subsequently incurred Claim and the defense thereof on a reasonably current basis, (y) reasonably consult with the Indemnitee with respect to the defense and settlement thereof, and (z) consider in good faith the recommendations made by the Indemnitee in connection with the defense of the Third-Party Claim; provided, however, that if (x) either of the Litigation Conditions ceases to be met or (y) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Third-Party Claim, the Indemnitee may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or incurred in connection with such defense. The Indemnifying Party or the Indemnitee, as the case may be, has the right to participate in (but, subject to the prior sentence, not control), at its own expense, the defense of any Third-Party Claim that the other is defending as provided in this Agreement. The Indemnifying Party, if it has assumed the defense of any Third-Party Claim as provided in this Agreement, may not, without the prior written consent of the Indemnitee, consent to a settlement of, or the entry of any judgment arising from, any such Third-Party Claim that (I) does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a complete release from all liability in respect of such Third-Party Claim, (II) provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates, or (III) in the reasonable opinion of the Indemnitee, would otherwise adversely affect the Indemnitee or any of its Affiliates. The Indemnitee may settle any Third-Party Claim, the defense of which has not been assumed by the Indemnifying Party, only with the prior written consent of the Indemnifying Party, not to be unreasonably withheldthereto.

Opportunity to Defend. The Indemnifying Party has the right, exercisable by written notice to the Indemnitee within 30 45 days after receipt of a Claims Notice from the Indemnitee of the commencement or assertion of any Third-Party Claim in respect of which indemnity may be sought under this Article III, to assume and conduct the defense of such Third-Party Claim in accordance with the limits set forth in this Agreement with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee; provided, however, that the (A) defense of such the Third-Party Claim by the Indemnifying Party will notdoes not relate to or arise in connection with any criminal proceeding, in the reasonable judgment of the Indemniteeaction, (1) if Navy is the Indemnifying Partyindictment, affect Xxxxx allegation or any of its Controlled Affiliates (including after the Merger, any member of the Red Lion Group) in an adverse manner and (2) if Red Lion is the Indemnifying Party, affect Navy or any of its Controlled Affiliates in an adverse mannerinvestigation; and (B) the Third-Party Claim solely seeks (and continues to seek) monetary damages and/or equitable relief (with or without monetary damages) which equitable relief would not reasonably be expected to adversely affect the operations of (x) Parent or its Affiliates, if Acquiror or Wimbledon is the Indemnifying Party, or (y) Acquiror or its Affiliates (including after the Closing, any member of the Wimbledon Group), if Parent is the Indemnifying Party; and (C) the Indemnifying Party expressly agrees with the Indemnitee in writing to be fully responsible for all of the Losses that arise from the Third-Party Claim (the conditions set forth in clauses (A) through (C) are, collectively, the “Litigation Conditions”). For purposes of clause (C) of the preceding sentence, if a Third-Party Claim consists of multiple claims by a plaintiff or group of plaintiffs, and it is reasonably practicable for an Indemnifying Party to control the defense of a subset of such claims, the Indemnifying Party may elect to agree to be fully responsible for only the Losses that arise from such subset of claims, and may elect to control the defense of only such subset of claims, provided that the other Litigation Conditions set forth in clauses (A) and (B) are, collectively, of the “Litigation Conditions”)preceding sentence are satisfied. If the Indemnifying Party does not assume the defense of a Third-Party Claim in accordance with this Section 3.5(b), the Indemnitee may continue to defend the Third-Party Claim. If the Indemnifying Party has assumed the defense of a Third-Party Claim as provided in this Section 3.5(b), the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnitee in connection with the defense of the Third-Party Claim; provided, however, that if (x) either any of the Litigation Conditions ceases to be met or (y) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Third-Party Claim, the Indemnitee may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or thereafter incurred in connection with such defense. The Indemnifying Party or the Indemnitee, as the case may be, has the right to participate in (but, subject to the prior sentence, not control), at its own expense, the defense of any Third-Party Claim that the other is defending as provided in this Agreement. The Indemnifying Party, if it has assumed the defense of any Third-Party Claim as provided in this Agreement, may not, without the prior written consent of the Indemnitee, consent to a settlement of, or the entry of any judgment arising from, any such Third-Party Claim that (I) does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnitee of a complete release from all liability in respect of such Third-Party Claim, (II) provides for injunctive or other nonmonetary relief affecting the Indemnitee or any of its Affiliates, or (III) in the reasonable opinion of the Indemnitee, would otherwise adversely affect the Indemnitee or any of its Affiliates. The Indemnitee may has the right to settle any Third-Party Claim, the defense of which has not been assumed by the Indemnifying Party, only with the prior written consent of the Indemnifying Party, not to be unreasonably withheld, conditioned or delayed.