Common use of Procedure Following Notice of Election Clause in Contracts

Procedure Following Notice of Election. If the indemnitor delivers a Notice of Election within the required notice period, the indemnitor shall assume sole control over the defense and settlement of the claim; provided, however, that (i) the indemnitor shall keep the indemnitee reasonably apprised at all times as to the status of the defense, and (ii) the indemnitor shall obtain the prior written approval of the indemnitee before entering into any settlement of such claim asserting any liability against the indemnitee or imposing any obligations or restrictions on the indemnitee or ceasing to defend against such claim. The indemnitor shall not be liable for any legal fees or expenses incurred by the indemnitee following the delivery of a Notice of Election; provided, however, that (A) the indemnitee shall be entitled to employ counsel at its own expense to participate in the handling of the claim, and (B) the indemnitor shall pay the fees and expenses associated with such counsel if the indemnitor has an actual or apparent conflict of interest with respect to such claim which is not otherwise resolved or if the indemnitor has requested the assistance of the indemnitee in the defense of the claim or the indemnitor has failed to defend the claim diligently and the indemnitee is prejudiced or likely to be prejudiced by such failure. Service Provider acknowledges that DIR's counsel is the Office of the Texas Attorney General, and Service Provider shall coordinate and cooperate with the Office of the Texas Attorney General on all defense and settlement matters relating to claims which are subject to indemnification under this Agreement. The indemnitor shall not be obligated to indemnify the indemnitee for any amount paid or payable by such indemnitee in the settlement of any claim if (1) the indemnitor has delivered a timely Notice of Election and such amount was agreed to without the written consent of the indemnitor, (2) the indemnitee has not provided the indemnitor with notice of such claim and a reasonable opportunity to respond thereto, or (3) the time period within which to deliver a Notice of Election has not yet expired.

Procedure Following Notice of Election. If the indemnitor delivers a Notice of Election within the required notice period, the indemnitor shall assume sole control over the defense and settlement of the claim; provided, however, that (i) the indemnitor shall keep the indemnitee reasonably apprised at all times as to the status of the defense, and (ii) the indemnitor shall obtain the prior written approval of the indemnitee before entering into any settlement of such claim asserting any liability against the indemnitee or imposing any obligations or restrictions on the indemnitee or ceasing to defend against such claim. The indemnitor shall not be liable for any legal fees or expenses incurred by the indemnitee following the delivery of a Notice of Election; provided, however, that (A) the indemnitee shall be entitled to employ counsel at its own expense to participate in the handling of the claim, and (B) the indemnitor shall pay the fees and expenses associated with such counsel if the indemnitor has an actual or apparent conflict of interest with respect to such claim which is not otherwise resolved or if the indemnitor has requested the assistance of the indemnitee in the defense of the claim or the indemnitor has failed to defend the claim diligently and the indemnitee is prejudiced or likely to be prejudiced by such failure. Service Provider Successful Respondent acknowledges that DIR's counsel is the Office of the Texas Attorney General, and Service Provider Successful Respondent shall coordinate and cooperate with the Office of the Texas Attorney General on all defense and settlement matters relating to claims which are subject to indemnification under this Agreement. The indemnitor shall not be obligated to indemnify the indemnitee for any amount paid or payable by such indemnitee in the settlement of any claim if (1) the indemnitor has delivered a timely Notice of Election and such amount was agreed to without the written consent of the indemnitor, (2) the indemnitee has not provided the indemnitor with notice of such claim and a reasonable opportunity to respond thereto, or (3) the time period within which to deliver a Notice of Election has not yet expired.

Procedure Following Notice of Election. If the indemnitor delivers a Notice of Election within the required notice period, the indemnitor shall assume sole control over the defense and settlement of the claim; provided, however, that (i) the indemnitor shall keep the indemnitee reasonably fully apprised at all times as to the status of the defense, and (ii) the indemnitor shall obtain the prior written approval of the indemnitee before entering into any settlement of such claim asserting any liability against the indemnitee imposing financial or imposing any non-financial obligations or restrictions on the indemnitee or constituting an admission of guilt or wrongdoing by the indemnitee or ceasing to defend against such claim. The indemnitor shall not be liable for any legal fees or expenses incurred by the indemnitee following the delivery of a Notice of Election; provided, however, that (Ai) the indemnitee shall be entitled to employ counsel at its own expense to participate in the handling of the claim, and (Bii) the indemnitor shall pay the fees and expenses associated with such counsel if the indemnitor has an actual or apparent there is a conflict of interest with respect to such claim which is not otherwise resolved or if the indemnitor has requested the assistance of the indemnitee in the defense of the claim or the indemnitor has failed to defend the claim diligently and the indemnitee is prejudiced or likely to be prejudiced by such failure. Service Provider acknowledges that DIR's counsel is the Office of the Texas Attorney General, and Service Provider shall coordinate and cooperate with the Office of the Texas Attorney General on all defense and settlement matters relating to claims which are subject to indemnification under this Agreement. The indemnitor shall not be obligated to indemnify the indemnitee for any amount paid or payable by such indemnitee in the settlement of any claim if (1x) the indemnitor has delivered a timely Notice of Election and such amount was agreed to without the written consent of the indemnitor, (2y) the indemnitee has not provided the indemnitor with notice of such claim and a reasonable opportunity to respond thereto, or (3z) the time period within which to deliver a Notice of Election has not yet expired.

Procedure Following Notice of Election. If the indemnitor delivers a Notice of Election within the required notice period, the indemnitor shall assume sole control over the defense and settlement of the claim; provided, however, that (i) the indemnitor shall keep the indemnitee reasonably fully apprised at all times as to the status of the defense, and (ii) the indemnitor shall obtain the prior written approval of the indemnitee before entering into any settlement of such claim asserting any liability against the indemnitee or imposing any obligations or restrictions on the indemnitee or ceasing to defend against such claim. The indemnitor shall not be liable for any legal fees or expenses incurred by the indemnitee following the delivery of a Notice of Election; provided, however, that (Ai) the indemnitee shall be entitled to employ counsel at its own expense to participate in the handling of the claim, and (Bii) the indemnitor shall pay the fees and expenses associated with such counsel if the indemnitor has an actual or apparent there is a conflict of interest with respect to such claim which is not otherwise resolved or if the indemnitor has requested the assistance of the indemnitee in the defense of the claim or the indemnitor has failed to defend the claim diligently and the indemnitee is prejudiced or likely to be prejudiced by such failure. Service Provider acknowledges that DIR's counsel is the Office of the Texas Attorney General, and Service Provider shall coordinate and cooperate with the Office of the Texas Attorney General on all defense and settlement matters relating to claims which are subject to indemnification under this Agreement. The indemnitor shall not be obligated to indemnify the indemnitee for any amount paid or payable by such indemnitee in the settlement of any claim if (1A) the indemnitor has delivered a timely Notice of Election and such amount was agreed to without the written consent of the indemnitor, (2B) the indemnitee has not provided the indemnitor with notice of such claim and a reasonable opportunity to respond thereto, or (3C) the time period within which to deliver a Notice of Election has not yet expired.

Procedure Following Notice of Election. If the indemnitor delivers a Notice of Election relating to any claim within the required notice period, the indemnitor shall assume be entitled to have sole control over the defense and settlement of the such claim; provided, however, provided that (i) the indemnitor shall keep the indemnitee reasonably apprised at all times as to the status of the defense, and (ii) the indemnitor shall obtain the prior written approval of the indemnitee before entering into any settlement of such claim asserting any liability against the indemnitee or imposing any obligations or restrictions on the indemnitee or ceasing to defend against such claim. The indemnitor shall not be liable for any legal fees or expenses incurred by the indemnitee following the delivery of a Notice of Election; provided, however, that (A) the indemnitee shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to participate assist in the handling of the such claim, ; and (Bii) the indemnitor shall pay notify the fees indemnitee before ceasing to defend against such claim, and expenses associated with shall not compromise or settle such counsel claim without the indemnitee’s prior written consent if such compromise or settlement (x) would impose a penalty or limitation upon the indemnitee, including, without limitation, an injunction or other equitable relief, (y) would require an admission of liability from indemnitee, or (z) does not include the release of the indemnitee from all liability arising from or relating to such claim. After the indemnitor has an actual or apparent conflict delivered a Notice of interest with respect to such claim which is not otherwise resolved or if the indemnitor has requested the assistance of the indemnitee in the defense of the claim or the indemnitor has failed to defend the claim diligently and the indemnitee is prejudiced or likely to be prejudiced by such failure. Service Provider acknowledges that DIR's counsel is the Office of the Texas Attorney General, and Service Provider shall coordinate and cooperate with the Office of the Texas Attorney General on all defense and settlement matters Election relating to claims which are subject to indemnification under this Agreement. The any claim, the indemnitor shall not be obligated liable to the indemnitee for any legal expenses incurred by the indemnitee in connection with the defense of that claim. In addition, the indemnitor shall not be required to indemnify the indemnitee for any amount paid or payable by such the indemnitee in the settlement of any claim if (1) for which the indemnitor has delivered a timely Notice of Election and if such amount was agreed to without the written consent of the indemnitor, (2) the indemnitee has not provided the indemnitor with notice of such claim and a reasonable opportunity to respond thereto, or (3) the time period within which to deliver a Notice of Election has not yet expired.

Procedure Following Notice of Election. If the indemnitor indemnifying Party delivers a Notice of Election within the required notice period, the indemnitor indemnifying Party shall assume sole control over the defense and settlement of the claim; provided, however, that (i) the indemnitor indemnifying Party shall keep the indemnitee reasonably indemnified Party fully apprised at all times as to the status of the defense, and (ii) the indemnitor indemnifying Party shall obtain the prior written approval of the indemnitee indemnified Party before entering into any settlement of such claim asserting any liability against the indemnitee indemnified Party or imposing any obligations or restrictions on the indemnitee indemnified Party or ceasing to defend against such claim. The indemnitor indemnifying Party shall not be liable for any legal fees or expenses incurred by the indemnitee indemnified Party following the delivery of a Notice of Election; provided, however, that (Ai) the indemnitee indemnified Party shall be entitled to employ counsel at its own expense to participate in the handling of the claim, and (Bii) the indemnitor indemnifying Party shall pay the fees and expenses associated with such counsel if if, in the indemnitor has reasonable judgment of the indemnified Party, based on an actual or apparent opinion of counsel, there is a conflict of interest with respect to such claim which is not otherwise resolved or if the indemnitor indemnifying Party has requested the assistance of the indemnitee indemnified Party in the defense of the claim or the indemnitor indemnifying Party has failed to defend the claim diligently and the indemnitee is prejudiced or likely to be prejudiced by such failure. Service Provider acknowledges that DIR's counsel is the Office of the Texas Attorney General, and Service Provider shall coordinate and cooperate with the Office of the Texas Attorney General on all defense and settlement matters relating to claims which are subject to indemnification under this Agreementdiligently. The indemnitor indemnifying Party shall not be obligated to indemnify the indemnitee indemnified Party for any amount paid or payable by such indemnitee indemnified Party in the settlement of any claim if (1x) the indemnitor indemnifying Party has delivered a timely Notice of Election and such amount was agreed to without the written consent of the indemnitorindemnifying Party, (2y) the indemnitee indemnified Party has not provided the indemnitor indemnifying Party with notice of such claim and a reasonable opportunity to respond thereto, or (3z) the time period within which to deliver a Notice of Election has not yet expired.

Procedure Following Notice of Election. If the indemnitor delivers a Notice of Election within the required notice period, the indemnitor shall assume sole control (subject to indemnities right to participate at its own expense) over the defense and settlement of the claim; provided, however, that (i) the indemnitor shall keep the indemnitee reasonably apprised at all times as to the status of the defense, and (ii) the indemnitor shall obtain the prior written approval of the indemnitee before entering into any settlement of such claim asserting any liability against the indemnitee or imposing any obligations liability, obligation or restrictions restriction on the indemnitee or ceasing to defend against such claim. The indemnitor shall not be liable for any legal fees or expenses incurred by the indemnitee following the delivery of a Notice of Election; provided, however, that to the extent permissible under the applicable Law and to the extent that such conduct does or would not, or is not reasonably likely to result in the waiver or of abandonment of legal privilege are in whole or in part, (Ai) the indemnitee shall be entitled to employ counsel at its own expense to participate in the handling of the claim, and (Bii) the indemnitor shall pay the fees and expenses associated with such counsel if if, in the indemnitor has an actual or apparent reasonable judgment of the indemnitee, based on a written opinion of counsel, there is a conflict of interest with respect to such claim which is not otherwise resolved or if the indemnitor has requested the assistance of the indemnitee in the defense of the claim or the indemnitor has failed to defend the claim diligently and the indemnitee is prejudiced or likely to be prejudiced by such failure. Service Provider acknowledges that DIR's counsel is the Office of the Texas Attorney General, and Service Provider shall coordinate and cooperate with the Office of the Texas Attorney General on all defense and settlement matters relating to claims which are subject to indemnification under this Agreementdiligently. The indemnitor shall not be obligated to indemnify the indemnitee for any amount paid or payable by such indemnitee in the settlement of any claim if (1i) the indemnitor has delivered a timely Notice of Election and such amount was agreed to without the written consent of the indemnitor, (2ii) the indemnitee has not provided the indemnitor with notice of such claim and a reasonable opportunity to respond thereto, or (3iii) the time period within which to deliver a Notice of Election has not yet expired.

Procedure Following Notice of Election. If the indemnitor delivers a Notice of Election within the required notice period, the indemnitor shall assume sole control over the defense and settlement of the claim; provided, however, that (i) the indemnitor shall keep the indemnitee reasonably fully apprised at all times as to the status of the defense, and (ii) the indemnitor shall obtain the prior written approval of the indemnitee before entering into any settlement of such claim asserting any liability against the indemnitee or imposing any obligations or restrictions on the indemnitee or ceasing to defend against such claim. The indemnitor shall not be liable for any legal fees or expenses incurred by the indemnitee following the delivery of a Notice of Election; provided, however, that (Ai) the indemnitee shall be entitled to employ counsel at its own expense to participate in the handling of the claim, and (Bii) the indemnitor shall pay the fees and expenses associated with such counsel if if, in the indemnitor has reasonable judgment of the indemnitee, based on an actual or apparent opinion of counsel, there is a conflict of interest with respect to such claim which is not otherwise resolved or if the indemnitor has requested the assistance of the indemnitee in the defense of the claim or the indemnitor has failed to defend the claim diligently and the indemnitee is prejudiced or likely to be prejudiced by such failure. Service Provider acknowledges that DIR's counsel is the Office of the Texas Attorney General, and Service Provider shall coordinate and cooperate with the Office of the Texas Attorney General on all defense and settlement matters relating to claims which are subject to indemnification under this Agreementclaim. The indemnitor shall not be obligated to indemnify the indemnitee for any amount paid or payable by such indemnitee in the settlement of any claim if (1x) the indemnitor has delivered a timely Notice of Election and such amount was agreed to without the written consent of the indemnitor, (2y) the indemnitee has not provided the indemnitor with notice of such claim and a reasonable opportunity to respond thereto, or (3z) the time period within which to deliver a Notice of Election has not yet expired.

Procedure Following Notice of Election. If the indemnitor delivers a Notice of Election within the required notice period, the indemnitor shall assume sole control over the defense and settlement of the claim; provided, however, that (i) the indemnitor shall keep the indemnitee reasonably fully apprised at all times as to the status of the defense, and (ii) the indemnitor shall obtain the prior written approval of the indemnitee before entering into any settlement of such claim asserting any liability against the indemnitee or imposing any obligations or restrictions on the indemnitee or ceasing to defend against such claim. The indemnitor shall not be liable for any legal fees or expenses incurred by the indemnitee following the delivery of a Notice of Election; provided, however, that (Ai) the indemnitee shall be entitled to employ counsel at its own expense to participate in the handling of the claim, and (Bii) the indemnitor shall pay the fees and expenses associated with such counsel if if, in the indemnitor has reasonable judgment of the indemnitee, based on an actual or apparent opinion of counsel, there is a conflict of interest with respect to such claim which is not otherwise resolved or if the indemnitor has requested the assistance of the indemnitee in the defense of the claim or the indemnitor has failed to defend the claim diligently and the indemnitee is prejudiced or likely to be prejudiced by such failure. Service Provider acknowledges that DIR's counsel is the Office of the Texas Attorney General, and Service Provider shall coordinate and cooperate with the Office of the Texas Attorney General on all defense and settlement matters relating to claims which are subject to indemnification under this Agreementdiligently. The indemnitor shall not be obligated to indemnify the indemnitee for any amount paid or payable by such indemnitee in the settlement of any claim if (1x) the indemnitor has delivered a timely Notice of Election and such amount was agreed to without the written consent of the indemnitor, (2y) the indemnitee has not provided the indemnitor with notice of such claim and a reasonable opportunity to respond RESTRICTED - PROPRIETARY INFORMATION The information contained herein is for use by authorized employees of SBC, Amdocs, and their Affiliated Companies, only, and is not for general distribution within those companies or for distribution outside those companies except by written agreement. Agreement No. 02026409 thereto, or (3z) the time period within which to deliver a Notice xxxxxx xxxxx xx xxxxxxx x Xxxice of Election has not yet expired.

Procedure Following Notice of Election. If the indemnitor delivers a Notice of Election within the required notice period, the indemnitor shall assume sole control over the defense and settlement of the claim; provided, however, that (i) the indemnitor shall keep the indemnitee reasonably fully apprised at all times as to the status of the defense, and (ii) the indemnitor shall obtain the prior written approval of the indemnitee before entering into any settlement of such claim asserting any liability against the indemnitee or imposing any obligations or restrictions on the indemnitee or ceasing to defend against such claim. The indemnitor shall not be liable for any legal fees or expenses incurred by the indemnitee following the delivery of a Notice of Election; provided, however, that (A) the indemnitee shall be entitled to employ counsel at its own expense to participate in the handling of the claim, and (B) the indemnitor shall pay the fees and expenses associated with such counsel if the indemnitor has an actual or apparent conflict of interest with respect to such claim which is not otherwise resolved or if the indemnitor has requested the assistance of the indemnitee in the defense of the claim or the indemnitor has failed to defend the claim diligently and the indemnitee is prejudiced or likely to be prejudiced by such failure. Service Provider acknowledges that DIR's counsel is the Office of the Texas Attorney General, and Service Provider shall coordinate and cooperate with the Office of the Texas Attorney General on all defense and settlement matters relating to claims which are subject to indemnification under this Agreement. The indemnitor shall not be obligated to indemnify the indemnitee for any amount paid or payable by such indemnitee in the settlement of any claim if (1x) the indemnitor has delivered a timely Notice of Election and such amount was agreed to without the written consent of the indemnitor, (2y) the indemnitee has not provided the indemnitor with notice of such claim and a reasonable opportunity to respond thereto, or (3z) the time period within which to deliver a Notice of Election has not yet expired.

Procedure Following Notice of Election. If the indemnitor delivers a Notice of Election relating to any claim within the required notice period, the indemnitor shall assume be entitled to have sole control over the defense and settlement of the such claim, which it shall defend actively and with all reasonable diligence; provided, however, provided that (i) the indemnitor indemnitee shall keep be entitled to participate in the indemnitee reasonably apprised defense of such claim and to employ counsel at all times as its own expense to assist in the status handling of the defense, such claim; and (ii) the indemnitor shall obtain the prior written approval of the indemnitee (not to be unreasonably withheld or delayed) before entering into any settlement of such claim asserting any liability against the indemnitee or imposing any obligations or restrictions on the indemnitee or ceasing to defend against such claim except that such approval shall not be required if the indemnitor acknowledges in writing its responsibility for payments and other liabilities under the settlement and the settlement does not provide for an equitable remedy against the indemnitee, make the indemnitor responsible for any damages, or include an admission of the indemnitee. After the indemnitor has delivered a Notice of Election relating to any claim in accordance with the preceding paragraph (and, in fact, diligently defends the claim. The ), the indemnitor shall not be liable to the indemnitee for any legal fees or expenses incurred by the indemnitee following the delivery of a Notice of Election; provided, however, that (A) the indemnitee shall be entitled to employ counsel at its own expense to participate in the handling of the claim, and (B) the indemnitor shall pay the fees and expenses associated connection with such counsel if the indemnitor has an actual or apparent conflict of interest with respect to such claim which is not otherwise resolved or if the indemnitor has requested the assistance of the indemnitee in the defense of that claim. In addition, the claim or the indemnitor has failed to defend the claim diligently and the indemnitee is prejudiced or likely to be prejudiced by such failure. Service Provider acknowledges that DIR's counsel is the Office of the Texas Attorney General, and Service Provider shall coordinate and cooperate with the Office of the Texas Attorney General on all defense and settlement matters relating to claims which are subject to indemnification under this Agreement. The indemnitor shall not be obligated required to indemnify the indemnitee for any amount paid or payable by such the indemnitee in the settlement of any claim if (1) for which the indemnitor has delivered a timely Notice of Election and if such amount was agreed to by the indemnitee without the prior written consent of the indemnitor, (2) the indemnitee has not provided the indemnitor with notice of such claim and a reasonable opportunity to respond thereto, or (3) the time period within which to deliver a Notice of Election has not yet expired.

Procedure Following Notice of Election. If the indemnitor delivers a Notice of Election within the required notice period, the indemnitor shall assume sole control over the defense and settlement of the claim; provided, however, that (i) the indemnitor shall keep the indemnitee reasonably fully apprised at all times as to the status RESTRICTED - PROPRIETARY INFORMATION The information contained herein is for use by authorized employees of AT&T, Amdocs, and their Affiliated Companies, only, and is not for general distribution within those companies or for distribution outside those companies except by written agreement. Contract No. 02026409 Amendment No. 02026409.A.010 of the defense, and (ii) the indemnitor shall obtain the prior written approval of the indemnitee before entering into any settlement of such claim asserting any liability against the indemnitee or imposing any obligations or restrictions on the indemnitee or ceasing to defend against such claim. The indemnitor shall not be liable for any legal fees or expenses incurred by the indemnitee following the delivery of a Notice of Election; provided, however, that (Ai) the indemnitee shall be entitled to employ counsel at its own expense to participate in the handling of the claim, and (Bii) the indemnitor shall pay the fees and expenses associated with such counsel if if, in the indemnitor has reasonable judgment of the indemnitee, based on an actual or apparent opinion of counsel, there is a conflict of interest with respect to such claim which is not otherwise resolved or if the indemnitor has requested the assistance of the indemnitee in the defense of the claim or the indemnitor has failed to defend the claim diligently and the indemnitee is prejudiced or likely to be prejudiced by such failure. Service Provider acknowledges that DIR's counsel is the Office of the Texas Attorney General, and Service Provider shall coordinate and cooperate with the Office of the Texas Attorney General on all defense and settlement matters relating to claims which are subject to indemnification under this Agreementdiligently. The indemnitor shall not be obligated to indemnify the indemnitee for any amount paid or payable by such indemnitee in the settlement of any claim if (1x) the indemnitor has delivered a timely Notice of Election and such amount was agreed to without the written consent of the indemnitor, (2y) the indemnitee has not provided the indemnitor with notice of such claim and a reasonable opportunity to respond thereto, or (3z) the time period within which to deliver a Notice of Election has not yet expired.

Procedure Following Notice of Election. If the indemnitor delivers a Notice of Election within the required notice period, the indemnitor shall assume sole control over the defense and settlement of the claim; provided, however, that (i) the indemnitor shall keep the indemnitee reasonably fully apprised at all times as to the status of the defense, and (ii) the indemnitor shall obtain the prior written approval of the indemnitee before entering into any settlement of such claim asserting any liability against the indemnitee imposing financial or imposing any non-financial obligations or restrictions on Master Services Agreement the indemnitee or constituting an admission of guilt or wrongdoing by the indemnitee or ceasing to defend against such claim. The indemnitor shall not be liable for any legal fees or expenses incurred by the indemnitee following the delivery of a Notice of Election; provided, however, that (A1) the indemnitee shall be entitled to employ counsel at its own expense to participate in the handling of the claim, and (B2) the indemnitor shall pay the fees and expenses associated with such counsel if the indemnitor has an actual or apparent there is a conflict of interest between indemnitor and indemnitee with respect to such claim which is not otherwise resolved or if the indemnitor has requested the assistance of the indemnitee in the defense of the claim or the indemnitor has failed to defend the claim diligently and the indemnitee is prejudiced or likely to be prejudiced by such failure. Service Provider acknowledges that DIR's counsel is the Office of the Texas Attorney General, and Service Provider shall coordinate and cooperate with the Office of the Texas Attorney General on all defense and settlement matters relating to claims which are subject to indemnification under this Agreement. The indemnitor shall not be obligated to indemnify the indemnitee for any amount paid or payable by such indemnitee in the settlement of any claim if (1x) the indemnitor has delivered a timely Notice of Election and such amount was agreed to without the written consent of the indemnitor, (2y) the indemnitee has not provided the indemnitor with notice of such claim and a reasonable opportunity to respond thereto, thereto or (3z) the time period within which to deliver a Notice of Election has not yet expired.

Procedure Following Notice of Election. If the indemnitor delivers a Notice of Election within the required notice period, the indemnitor shall assume sole control over the defense and settlement of the claim; provided, however, that (i) the indemnitor shall keep the indemnitee reasonably fully apprised at all times as to the status of the defense, and (ii) the indemnitor shall obtain the prior written approval of the indemnitee before entering into any settlement of such claim asserting any liability against the indemnitee or imposing any obligations or restrictions on the indemnitee or ceasing to defend against such claim. The indemnitor shall not be liable for any legal fees or expenses incurred by the indemnitee following the delivery of a Notice of Election; providedElection;provided, however, that (A) the indemnitee shall be entitled to employ counsel at its own expense to participate in the handling of the claim, and (B) the indemnitor shall pay the fees and expenses associated with such counsel if the indemnitor has an actual or apparent conflict of interest with respect to such claim which is not otherwise resolved or if the indemnitor has requested the assistance of the indemnitee in the defense of the claim or the indemnitor has failed to defend the claim diligently and the indemnitee is prejudiced or likely to be prejudiced by such failure. Service Provider acknowledges that DIR's counsel is the Office of the Texas Attorney General, and Service Provider shall coordinate and cooperate with the Office of the Texas Attorney General on all defense and settlement matters relating to claims which are subject to indemnification under this Agreement. The indemnitor shall not be obligated to indemnify the indemnitee for any amount paid or payable by such indemnitee in the settlement of any claim if (1x) the indemnitor has delivered a timely Notice of Election and such amount was agreed to without the written consent of the indemnitor, (2y) the indemnitee has not provided the indemnitor with notice of such claim and a reasonable opportunity to respond thereto, or (3z) the time period within which to deliver a Notice of Election has not yet expired.

Procedure Following Notice of Election. If the indemnitor Indemnifying Party delivers a Notice of Election relating to any claim pursuant to this Article 27 within the required notice periodperiod and such Notice of Election indicates that the Indemnifying Party elects to assume control of the defense and settlement of such claim, the indemnitor Indemnifying Party shall assume be entitled to have sole control over the defense and settlement of such claim with counsel selected by the claimIndemnifying Party unless such claim seeks an injunction or other equitable relief against the Indemnified Party; provided, however, that (i) the indemnitor Indemnifying Party shall keep not have the indemnitee reasonably apprised at all times as right to defend or direct the defense of any such claim if it does not acknowledge fully its obligations to the status Indemnified Party or contests, in whole or in part, its indemnification obligations therefore, or if counsel for the Indemnified Party reasonably advises the Indemnified Party that there are issues which raise legal conflicts of interest between the Indemnifying Party and the Indemnified Party, then in each case the Indemnified Party may retain counsel reasonably satisfactory to it, assume control of the defense and/or settle the claim in such manner as it may deem appropriate. The Indemnified Party shall have the right to participate in the defense of any claim with counsel selected by it subject to the Indemnifying Party’s right to direct the defense, . The fees and (ii) disbursements of such counsel shall be at the indemnitor shall obtain the prior written approval expense of the indemnitee before entering into any settlement of such claim asserting any liability against the indemnitee or imposing any obligations or restrictions on the indemnitee or ceasing to defend against such claim. The indemnitor shall not be liable for any legal fees or expenses incurred by the indemnitee following the delivery of a Notice of ElectionIndemnified Party; provided, however, that (A) the indemnitee shall be entitled to employ counsel at its own expense to participate in the handling of the claim, and (B) the indemnitor shall pay the fees and expenses associated with disbursements of such counsel shall be at the expense of the Indemnifying Party (i) in the case of any claim which seeks injunctive or other equitable relief against the Indemnified Party, (ii) where the Indemnifying Party does not acknowledge fully its obligations to the Indemnified Party or contests, in whole or in part, its indemnification obligations therefore, or (iii) if counsel for the indemnitor has an actual or apparent conflict Indemnified Party reasonably advises the Indemnified Party that there are issues which raise legal conflicts of interest with respect between the Indemnifying Party and the Indemnifying Party. The Indemnifying Party agrees not to settle any such claim for which it is not otherwise resolved or if indemnifying the indemnitor has requested Indemnified Party without first obtaining the assistance of the indemnitee in the defense of the claim or the indemnitor has failed to defend the claim diligently and the indemnitee is prejudiced or likely to be prejudiced by such failure. Service Provider acknowledges that DIR's counsel is the Office of the Texas Attorney General, and Service Provider shall coordinate and cooperate with the Office of the Texas Attorney General on all defense and settlement matters relating to claims Indemnified Party’s consent thereto (which are subject to indemnification under this Agreement. The indemnitor consent shall not be obligated to indemnify the indemnitee for any amount paid unreasonably withheld or payable by such indemnitee in the settlement of any claim if (1) the indemnitor has delivered a timely Notice of Election and such amount was agreed to without the written consent of the indemnitor, (2) the indemnitee has not provided the indemnitor with notice of such claim and a reasonable opportunity to respond thereto, or (3) the time period within which to deliver a Notice of Election has not yet expireddelayed).

Procedure Following Notice of Election. If the indemnitor delivers a Notice of Election within the required notice period, the indemnitor shall assume sole control over the defense and settlement of the claim; provided, however, that (i) the indemnitor shall keep the indemnitee reasonably fully apprised at all times as to the status of the defense, and (ii) the indemnitor shall obtain the prior written approval of the indemnitee before entering into any settlement of such claim asserting any liability against the indemnitee or imposing any obligations or restrictions on the indemnitee or ceasing to defend against such claim. The indemnitor shall not be liable for any legal fees or expenses incurred by the indemnitee following the delivery of a Notice of Election; provided, however, that (A) the indemnitee shall be entitled to employ counsel at its own expense to participate in the handling of the claim, and (B) the indemnitor shall pay the fees and expenses associated with such counsel if the indemnitor has an actual or apparent there is a conflict of interest with respect to such claim which is not otherwise resolved or if the indemnitor has requested the assistance of the indemnitee in the defense of the claim or the indemnitor has failed to defend the claim diligently and the indemnitee is prejudiced or likely to be prejudiced by such failure. Service Provider acknowledges that DIR's counsel is the Office of the Texas Attorney General, and Service Provider shall coordinate and cooperate with the Office of the Texas Attorney General on all defense and settlement matters relating to claims which are subject to indemnification under this Agreement. The indemnitor shall not be obligated to indemnify the indemnitee for any amount paid or payable by such indemnitee in the settlement of any claim if (1) the indemnitor has delivered a timely Notice of Election and such amount was agreed to without the written consent of the indemnitor, (2) the indemnitee has not provided the indemnitor with notice of such claim and a reasonable opportunity to respond thereto, or (3) the time period within which to deliver a Notice of Election has not yet expired.

Procedure Following Notice of Election. If the indemnitor delivers a Notice of Election relating to any claim within the required notice period, the indemnitor shall assume be entitled to have sole control over the defense and settlement of the such claim; provided, however, provided that (i) the indemnitor shall keep the indemnitee reasonably apprised at all times as to the status of the defense, and (ii) the indemnitor shall obtain the prior written approval of the indemnitee before entering into any non-monetary settlement of such claim asserting any liability against the indemnitee or imposing any obligations or restrictions on the indemnitee or ceasing to defend against such claim. The indemnitor shall not be liable for any legal fees or expenses incurred by the indemnitee following the delivery of a Notice of Election; provided, however, that claim and (Aii) the indemnitee shall be entitled to participate in the defense of such claim and to employ counsel at its own expense to participate assist in the handling of the claim, and (B) the indemnitor shall pay the fees and expenses associated with such counsel if claim After the indemnitor has an actual or apparent conflict delivered a Notice of interest with respect to such claim which is not otherwise resolved or if the indemnitor has requested the assistance of the indemnitee in the defense of the claim or the indemnitor has failed to defend the claim diligently and the indemnitee is prejudiced or likely to be prejudiced by such failure. Service Provider acknowledges that DIR's counsel is the Office of the Texas Attorney General, and Service Provider shall coordinate and cooperate with the Office of the Texas Attorney General on all defense and settlement matters Election relating to claims which are subject to indemnification under this Agreement. The any claim in accordance with Section 12.6(a), the indemnitor shall not be obligated liable to the indemnitee for any legal EMPIRE/IBM CONFIDENTIAL FINAL Version 13 expenses incurred by the indemnitee in connection with the defense of that claim, except for legal expenses incurred by the indemnitee in providing assistance requested by the indemnitor. In addition, the indemnitor shall not be required to indemnify the indemnitee for any amount paid or payable required to be paid by such the indemnitee in the settlement of any claim if (1) for which the indemnitor has delivered a timely Notice of Election and if such amount was agreed to without the written consent of the indemnitor. The indemnitee shall provide such reasonable assistance in connection with the defense and settlement of the claim as may be requested by the indemnitor, (2) at the indemnitee has not provided expense of the indemnitor with notice of such claim and a reasonable opportunity to respond thereto, or (3) the time period within which to deliver a Notice of Election has not yet expired.indemnitor; or

Procedure Following Notice of Election. If the indemnitor delivers a Notice of Election within the required notice period, the indemnitor shall assume sole control over the defense and settlement of the claim; provided, however, that (i) the indemnitor shall keep the indemnitee reasonably fully apprised at all times as to the status of the defense, and (ii) the indemnitor shall obtain the prior written approval of the indemnitee before entering into any settlement of such claim asserting any liability against the indemnitee or imposing any obligations or restrictions on the indemnitee or ceasing to defend against such claim. The indemnitor shall not be liable for any legal fees or expenses incurred by the indemnitee following the delivery of a Notice of Election; provided, however, that (Ai) the indemnitee shall be entitled to employ counsel at its own expense to participate in the handling of the claim, and (Bii) the indemnitor shall pay the fees and expenses associated with such counsel if the indemnitor has an actual or apparent there is a conflict of interest with respect to such claim which is not otherwise resolved or if the indemnitor has requested the assistance of the indemnitee in the defense of the claim or the indemnitor has failed to defend the claim diligently and the indemnitee is prejudiced or likely to be prejudiced by such failure. Service Provider acknowledges that DIR's counsel is the Office of the Texas Attorney General, and Service Provider shall coordinate and cooperate with the Office of the Texas Attorney General on all defense and settlement matters relating to claims which are subject to indemnification under this Agreement. The indemnitor shall not be obligated to indemnify the indemnitee for any amount paid or payable by such indemnitee in the settlement of any claim if (1i) the indemnitor has delivered a timely Notice of Election and such amount was agreed to without the written consent of the indemnitor, (2) the indemnitee has not provided the indemnitor with notice of such claim and a reasonable opportunity to respond thereto, or (3) the time period within which to deliver a Notice of Election has not yet expiredTHIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [******] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

Procedure Following Notice of Election. If the indemnitor delivers a Notice of Election within the required notice period, the indemnitor shall assume sole control (subject to indemnities right to participate at its own expense) over the defense and settlement of the claim; provided, however, that (i) the indemnitor shall keep the indemnitee reasonably apprised at all times as to the status of the defense, and (ii) the indemnitor shall obtain the prior written approval of the indemnitee before entering into any settlement of such claim asserting any liability against the indemnitee or imposing any obligations liability, obligation or restrictions restriction on the indemnitee or ceasing to defend against such claim. The indemnitor shall not be liable for any legal fees or expenses incurred by the indemnitee following the delivery of a Notice of Election; provided, however, that to the extent permissible under applicable Law and to the extent that such conduct does or would not, or is not reasonably likely to, result in the waiver or of abandonment of legal privilege are in whole or in part, (Ai) the indemnitee shall be entitled to employ counsel at its own expense to participate in the handling of the claim, claim and (Bii) the indemnitor shall pay the fees and expenses associated with such counsel if if, in the indemnitor has an actual or apparent reasonable judgment of the indemnitee based on a written opinion of counsel, there is a conflict of interest with respect to such claim which is not otherwise resolved or if the indemnitor has requested the assistance of the indemnitee in the defense of the claim or the indemnitor has failed to defend the claim diligently and the indemnitee is prejudiced or likely to be prejudiced by such failure. Service Provider acknowledges that DIR's counsel is the Office of the Texas Attorney General, and Service Provider shall coordinate and cooperate with the Office of the Texas Attorney General on all defense and settlement matters relating to claims which are subject to indemnification under this Agreementdiligently. The indemnitor shall not be obligated to indemnify the indemnitee for any amount paid or payable by such indemnitee in the settlement of any claim if (1i) the indemnitor has delivered a timely Notice of Election and such amount was agreed to without the written consent of the indemnitor, (2ii) the indemnitee has not provided the indemnitor with notice of such claim and a reasonable opportunity to respond thereto, thereto or (3iii) the time period within which to deliver a Notice of Election has not yet expired.. AMENDED AND RESTATED MASTER AGREEMENT

Procedure Following Notice of Election. If the indemnitor delivers a Notice of Election within the required notice period, the indemnitor shall assume sole control over the defense and settlement of the claim; provided, however, that (i) the indemnitor shall keep the indemnitee reasonably fully apprised at all times as to the status of the defense, and (ii) the indemnitor shall obtain the prior written approval of (which shall not be unreasonably withheld, conditioned or delayed)of the indemnitee before entering into any settlement of such claim asserting any liability against the indemnitee or imposing any obligations or restrictions on the indemnitee or ceasing to defend against such claim. The indemnitor shall not be liable for any legal fees or expenses incurred by the indemnitee following the delivery of a Notice of Election; provided, however, that (Ai) the indemnitee shall be entitled to employ counsel at its own expense to participate assist in the handling of the claim, and (Bii) the indemnitor shall pay the fees and expenses associated with such counsel if the indemnitor has an actual or apparent there is a conflict of interest with respect to such claim which is not otherwise resolved or if the indemnitor has requested the assistance of the indemnitee in the defense of the claim or the indemnitor has failed to defend the claim diligently and the indemnitee is prejudiced or likely to be prejudiced by such failure. Service Provider acknowledges that DIR's counsel is the Office of the Texas Attorney General, and Service Provider shall coordinate and cooperate with the Office of the Texas Attorney General on all defense and settlement matters relating to claims which are subject to indemnification under this Agreement. The indemnitor shall not be obligated to indemnify the indemnitee for any amount paid or payable by such indemnitee in the settlement of any claim if (1i) the indemnitor has delivered a timely Notice of Election and such amount was agreed to without the written consent of the indemnitor, (2ii) the indemnitee has not provided the indemnitor with notice of such claim and a reasonable opportunity to respond thereto, or (3iii) the time period within which to deliver a Notice of Election has not yet expired.

Procedure Following Notice of Election. If the indemnitor delivers a Notice of Election within the required notice period, the indemnitor shall assume sole control over the defense and settlement of the claim; provided, however, that (i) the indemnitor shall keep the indemnitee reasonably fully apprised at all times as to the status of the defense, and (ii) the indemnitor shall obtain the prior written approval of the indemnitee before entering into any settlement of such claim asserting acknowledging any liability against the indemnitee or imposing any obligations or restrictions on the indemnitee or ceasing to defend against such claim. The indemnitor shall not be liable for any legal fees or expenses incurred by the indemnitee following the delivery of a Notice of Election; provided, however, that (Ai) the indemnitee shall be entitled to employ counsel at its own expense to participate in the handling of the claim, and (Bii) the indemnitor shall pay the fees and expenses associated with such counsel if the indemnitor has an actual or apparent there is a conflict of interest with respect to such claim which is not otherwise resolved or if the indemnitor has requested the assistance of the indemnitee in the defense of the claim or the indemnitor has failed to defend the claim diligently and the indemnitee is prejudiced or likely to be prejudiced by such failure. Service Provider acknowledges that DIR's counsel is the Office of the Texas Attorney General, and Service Provider shall coordinate and cooperate with the Office of the Texas Attorney General on all defense and settlement matters relating to claims which are subject to indemnification under this Agreement. The indemnitor shall not be obligated to indemnify the indemnitee for any amount paid or payable by such indemnitee in the settlement of any claim if (1i) the indemnitor has delivered a timely Notice of Election and such amount was agreed to without the written consent of the indemnitor, (2ii) the indemnitee has not provided the indemnitor with notice of such claim and a reasonable Final Confidential and Proprietary Information of IBM and Williams opportunity to respond thereto, or (3iii) the time period within which to deliver a Notice of Election has not yet expired.

Procedure Following Notice of Election. If the indemnitor Indemnitor delivers a Notice of Election within the required notice period, the indemnitor Indemnitor shall assume sole control over the defense and settlement of the claim; provided, however, that (i) the indemnitor Indemnitor shall keep the indemnitee reasonably apprised at all times as to the status of the defense, and (ii) the indemnitor Indemnitor shall obtain the prior written approval of the indemnitee before entering into any settlement of such claim asserting any liability against the indemnitee imposing financial or imposing any non-financial obligations or restrictions on the indemnitee, affecting the indemnitee’s reputation, or constituting an admission of guilt or wrongdoing by the indemnitee or ceasing to defend against such claim. The indemnitor Indemnitor shall not be liable for any legal fees or expenses incurred by the indemnitee following the delivery of a Notice of Election; provided, however, that (Ai) the indemnitee shall be entitled to employ counsel at its own expense to participate in the handling of the claim, and (Bii) the indemnitor Indemnitor shall pay the fees and expenses associated with such counsel if the indemnitor has an actual or apparent there is a conflict of interest with respect to such claim which is not otherwise resolved or if the indemnitor Indemnitor has requested the assistance of the indemnitee in the defense of the claim or the indemnitor Indemnitor has failed to defend the claim diligently and the indemnitee is prejudiced or likely to be prejudiced by such failure. Service Provider acknowledges that DIR's counsel is The indemnitee will provide any assistance reasonably requested by the Office of Indemnitor, at the Texas Attorney General, inseminator’s cost and Service Provider shall coordinate and cooperate with the Office of the Texas Attorney General on all defense and settlement matters relating to claims which are subject to indemnification under this Agreementexpense. The indemnitor Indemnitor shall not be obligated to indemnify the indemnitee for any amount paid or payable by such indemnitee in the settlement of any claim if to the extent (1x) the indemnitor Indemnitor has delivered a timely Notice of Election and such amount was agreed to without the written consent of the indemnitorIndemnitor, (2y) the indemnitee has not provided the indemnitor Indemnitor with notice of such claim and a reasonable opportunity to respond thereto, or (3z) the time period within which to deliver a Notice of Election has not yet expired.

Procedure Following Notice of Election. If the indemnitor delivers a Notice of Election within the required notice period, the indemnitor shall assume sole control over the defense and settlement of the claim; provided, however, that (i) the indemnitor shall keep the indemnitee reasonably apprised at all times as to the status of the defense, and (ii) the indemnitor shall obtain the prior written approval of the indemnitee before entering into any settlement of such claim asserting any liability against the indemnitee or imposing any obligations or restrictions on the indemnitee or ceasing to defend against such claim. In addition to defense costs and expenses (including reasonable legal fees and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties), the indemnitor shall pay any amounts which a court finally awards to a third party or which are included in a settlement agreed to by the indemnitor. The indemnitor shall not be liable for any legal fees or expenses incurred by the indemnitee following the delivery of a Notice of Election; provided, however, that (Ai) the indemnitee shall be entitled to employ counsel at its own expense to participate in the handling of the claim, and (Bii) the indemnitor shall pay the reasonable fees and expenses associated with such counsel if the indemnitor has an actual or apparent there is a conflict of interest under applicable rules or with respect to such claim which is not otherwise resolved or if the indemnitor has requested the assistance of the indemnitee in the defense of the claim or the indemnitor has failed to defend the claim diligently and the indemnitee is prejudiced or likely to be prejudiced by such ABM/IBM Proprietary Information failure. Service Provider acknowledges that DIR's counsel is the Office of the Texas Attorney General, and Service Provider shall coordinate and cooperate with the Office of the Texas Attorney General on all defense and settlement matters relating to claims which are subject to indemnification under this Agreement. The indemnitor shall not be obligated to indemnify the indemnitee for any amount paid or payable by such indemnitee in the settlement of any claim if (1x) the indemnitor has delivered a timely Notice of Election and such amount was agreed to without the written consent of the indemnitor, (2y) the indemnitee has not provided the indemnitor with notice of such claim and a reasonable opportunity to respond thereto, or (3z) the time period within which to deliver a Notice of Election has not yet expired.

Procedure Following Notice of Election. If the indemnitor delivers a Notice of Election within the required notice period, the indemnitor shall assume sole control over the defense and settlement of the claim; provided, however, that (i) the indemnitor shall keep the indemnitee reasonably fully apprised at all times as to the status of the defense, and (ii) the indemnitor shall obtain the prior written approval of the indemnitee before entering into any settlement of such claim asserting any liability against the indemnitee imposing financial or imposing any non-financial obligations or restrictions on the indemnitee or constituting an admission of guilt or wrongdoing by the indemnitee or ceasing to defend against such claim. The indemnitor shall not be liable for any legal fees or expenses incurred by the indemnitee following the delivery of a Notice of Election; provided, however, that (Ai) the indemnitee shall be entitled to employ counsel at its own expense to participate in the handling of the claim, and (Bii) the indemnitor shall pay the fees and expenses associated with such counsel if the indemnitor has an actual or apparent there is a conflict of interest with respect to such claim which is not otherwise resolved or if the indemnitor has requested the assistance of the indemnitee in the defense of the claim or the indemnitor has failed to defend the claim diligently and the indemnitee is prejudiced or likely to be prejudiced by such failure. Service Provider acknowledges that DIR's counsel is the Office of the Texas Attorney General, and Service Provider shall coordinate and cooperate with the Office of the Texas Attorney General on all defense and settlement matters relating to claims which are subject to indemnification under this Agreement. The indemnitor shall not be obligated to indemnify the indemnitee for any amount paid or payable by such indemnitee in the settlement of any claim if (1x) the indemnitor has delivered a timely Notice of Election and such amount was agreed to without the written consent of the indemnitor, (2y) the indemnitee has not provided the indemnitor with notice of such claim and a reasonable opportunity to respond thereto, or (3) the time period within which to deliver a Notice of Election has not yet expired.reasonable

Procedure Following Notice of Election. If the indemnitor delivers a Notice of Election within the required notice period, the indemnitor shall assume sole control over the defense and settlement of the claim; provided, however, that (i) the indemnitor shall keep the indemnitee reasonably apprised at all times as to the status of the defense, and (ii) the indemnitor shall obtain the prior written approval of the indemnitee before entering into any settlement of such claim asserting any liability against the indemnitee or imposing any obligations or restrictions on the indemnitee or ceasing to defend against such claim. In addition to defense costs and expenses (including reasonable legal fees and disbursements and costs of investigation, litigation, settlement, judgment, interest and penalties), the indemnitor shall pay any amounts which a court finally awards to a third party or which are included in a settlement agreed to by the indemnitor. The indemnitor shall not be liable for any legal fees or expenses incurred by the indemnitee following the delivery of a Notice of Election; provided, however, that (Ai) the indemnitee shall be entitled to employ counsel at its own expense to participate in the handling of the claim, and (Bii) the indemnitor shall pay the reasonable fees and expenses associated with such counsel if the indemnitor has an actual or apparent there is a conflict of interest under applicable rules or with respect to such claim which is not otherwise resolved or if the indemnitor has requested the assistance of the indemnitee in the defense of the claim or the indemnitor has failed to defend the claim diligently and the indemnitee is prejudiced or likely to be prejudiced by such failure. Service Provider acknowledges that DIR's counsel is the Office of the Texas Attorney General, and Service Provider shall coordinate and cooperate with the Office of the Texas Attorney General on all defense and settlement matters relating to claims which are subject to indemnification under this Agreement. The indemnitor shall not be obligated to indemnify the indemnitee for any amount paid or payable by such indemnitee in the settlement of any claim if (1x) the indemnitor has delivered a timely Notice of Election and such amount was agreed to without the written consent of the indemnitor, (2y) the indemnitee has not provided the indemnitor with notice of such claim and a ABM/IBM Proprietary Information reasonable opportunity to respond thereto, or (3z) the time period within which to deliver a Notice of Election has not yet expired.

Procedure Following Notice of Election. If the indemnitor delivers a Notice of Election within the required notice period, the indemnitor shall assume sole control over the defense and settlement of the claim; provided, however, that -------- (i) the indemnitor shall keep the indemnitee reasonably fully apprised at all times as to the status of the defense, and (ii) the indemnitor shall obtain the prior written approval of the indemnitee before entering into any settlement of such claim asserting any liability against the indemnitee or imposing any obligations or restrictions on the indemnitee or ceasing to defend against such claim. The indemnitor shall not be liable for any legal fees or expenses incurred by the indemnitee following the delivery of a Notice of Election; provided, however, that (Ai) the indemnitee shall be entitled -------- to employ counsel at its own expense to participate in the handling of the claim, and (Bii) the indemnitor shall pay the fees and expenses associated with such counsel if if, in the indemnitor has reasonable judgment of the indemnitee, based on an actual or apparent opinion of counsel, there is a conflict of interest with respect to such claim which is not otherwise resolved or if the indemnitor has requested the assistance of the indemnitee in the defense of the claim or the indemnitor has failed to defend the claim diligently and the indemnitee is prejudiced or likely to be prejudiced by such failure. Service Provider acknowledges that DIR's counsel is the Office of the Texas Attorney General, and Service Provider shall coordinate and cooperate with the Office of the Texas Attorney General on all defense and settlement matters relating to claims which are subject to indemnification under this Agreementclaim. The indemnitor shall not be obligated to indemnify the indemnitee for any amount paid or payable by such indemnitee in the settlement of any claim if (1x) the indemnitor has delivered a timely Notice of Election and such amount was agreed to without the written consent of the indemnitor, (2y) the indemnitee has not provided the indemnitor with notice of such claim and a reasonable opportunity to respond thereto, or (3z) the time period within which to deliver a Notice of Election has not yet expired.

Procedure Following Notice of Election. If the indemnitor delivers a -------------------------------------- Notice of Election relating to any claim within the required notice period, the indemnitor shall assume be entitled to have sole control over ___________________________ * * * Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. the defense and settlement of the such claim; provided, however, provided that (i) the indemnitor indemnitee shall keep be entitled to participate in the indemnitee reasonably apprised defense of such claim and to employ counsel at all times as its own expense to assist in the status handling of the defensesuch claim, and (ii) the indemnitor shall obtain the prior written approval of the indemnitee before entering into any settlement of such claim asserting any liability against the indemnitee or imposing any obligations or restrictions on the indemnitee or ceasing to defend against such claim. The After the indemnitor has delivered a Notice of Election and has assumed its obligations under this Part VII.3 relating to any claim in accordance with the preceding paragraph, the indemnitor shall not be liable to the indemnitee for any legal fees or expenses incurred by the indemnitee following the delivery of a Notice of Election; provided, however, that (A) the indemnitee shall be entitled to employ counsel at its own expense to participate in the handling of the claim, and (B) the indemnitor shall pay the fees and expenses associated connection with such counsel if the indemnitor has an actual or apparent conflict of interest with respect to such claim which is not otherwise resolved or if the indemnitor has requested the assistance of the indemnitee in the defense of that claim. In addition, the claim or the indemnitor has failed to defend the claim diligently and the indemnitee is prejudiced or likely to be prejudiced by such failure. Service Provider acknowledges that DIR's counsel is the Office of the Texas Attorney General, and Service Provider shall coordinate and cooperate with the Office of the Texas Attorney General on all defense and settlement matters relating to claims which are subject to indemnification under this Agreement. The indemnitor shall not be obligated required to indemnify the indemnitee for any amount paid or payable by such the indemnitee in the settlement of any claim if (1) for which the indemnitor has delivered a timely Notice of Election and if such amount was agreed to without the written consent of the indemnitor, (2) the indemnitee has not provided the indemnitor with notice of such claim and a reasonable opportunity to respond thereto, or (3) the time period within which to deliver a Notice of Election has not yet expired.

Procedure Following Notice of Election. If the indemnitor delivers a Notice of Election within the required notice period, the indemnitor shall assume sole control over the defense and settlement of the claim; provided, however, that (i) the indemnitor shall keep the indemnitee reasonably fully apprised at all times as to the status of the defense, and (ii) the indemnitor shall obtain the prior [**] Certain confidential information contained in this document, marked by [**], has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. written approval of the indemnitee before entering into any settlement of such claim asserting any liability against the indemnitee or imposing any obligations or restrictions on the indemnitee or ceasing to defend against such claim. The indemnitor shall not be liable for any legal fees or expenses incurred by the indemnitee following the delivery of a Notice of Election; provided, however, that to the extent such conduct does not, or is not reasonably likely to, result in the waiver or abandonment of a legal privilege, (Ai) the indemnitee shall be entitled to employ counsel at its own expense to participate in the handling of the claim, and (Bii) the indemnitor shall pay the fees and expenses associated with such counsel if if, in the indemnitor has an actual or apparent reasonable judgment of the indemnitee, based on the written opinion of counsel, there is a conflict of interest with respect to such claim which is not otherwise resolved or if the indemnitor has requested the assistance of the indemnitee in the defense of the claim or the indemnitor has failed to defend the claim diligently and the indemnitee is prejudiced or likely to be prejudiced by such failure. Service Provider acknowledges that DIR's counsel is the Office of the Texas Attorney General, and Service Provider shall coordinate and cooperate with the Office of the Texas Attorney General on all defense and settlement matters relating to claims which are subject to indemnification under this Agreement. The indemnitor shall not be obligated to indemnify the indemnitee for any amount paid or payable by such indemnitee in the settlement of any claim if (1i) the indemnitor has delivered a timely Notice of Election and such amount was agreed to without the written consent of the indemnitor, (2ii) the indemnitee has not provided the indemnitor with notice of such claim and a reasonable opportunity to respond thereto, or (3iii) the time period within which to deliver a Notice of Election has not yet expired.

Procedure Following Notice of Election. If the indemnitor Indemnitor delivers a Notice of Election relating to any claim within the required notice period, the indemnitor Indemnitor shall assume be entitled to have sole control over the defense and settlement of the such claim; provided, however, provided that (i) the indemnitor shall keep the indemnitee counsel retained by Indemnitor will be reasonably apprised at all times as satisfactory to the status of the defense, and Indemnitee; (ii) the indemnitor Indemnitee shall obtain the prior written approval of the indemnitee before entering into any settlement be entitled to participate in the; defense of such claim asserting any liability against the indemnitee or imposing any obligations or restrictions on the indemnitee or ceasing to defend against such claim. The indemnitor shall not be liable for any legal fees or expenses incurred by the indemnitee following the delivery of a Notice of Election; provided, however, that (A) the indemnitee shall be entitled and to employ counsel at its own expense to participate assist in the handling of such claim; and (iii) the Indemnitor shall notify the Indemnitee before ceasing to defend against such claim, and (B) shall not compromise or settle such claim without the indemnitor shall pay Indemnitee’s prior written consent if such compromise or settlement would impose a penalty or limitation upon the fees and expenses associated with Indemnitee, including, without limitation, an injunction or other equitable relief, or such counsel if compromise or settlement does not include the indemnitor has an actual release of the Indemnitee from all liability arising from or apparent conflict of interest with respect relating to such claim which is claim. After the Indemnitor has delivered a Notice of Election relating to any claim, the Indemnitor shall not otherwise resolved or if be liable to the indemnitor has requested Indemnitee for any legal expenses incurred by the assistance of the indemnitee Indemnitee in connection with the defense of that claim. In addition, the claim or the indemnitor has failed to defend the claim diligently and the indemnitee is prejudiced or likely to be prejudiced by such failure. Service Provider acknowledges that DIR's counsel is the Office of the Texas Attorney General, and Service Provider shall coordinate and cooperate with the Office of the Texas Attorney General on all defense and settlement matters relating to claims which are subject to indemnification under this Agreement. The indemnitor Indemnitor shall not be obligated required to indemnify the indemnitee Indemnitee for any amount paid or payable by such indemnitee the Indemnitee in the settlement of any claim if (1) for which the indemnitor Indemnitor has delivered a timely Notice of Election and if such amount was agreed to without the written consent of the indemnitor, (2) the indemnitee has not provided the indemnitor with notice of such claim and a reasonable opportunity to respond thereto, or (3) the time period within which to deliver a Notice of Election has not yet expiredIndemnitor.