Common use of PROCEDURES; NO WAIVER; EXCLUSIVITY Clause in Contracts

PROCEDURES; NO WAIVER; EXCLUSIVITY. (a) The party seeking indemnification under Article X (the “Indemnified Party”) agrees to give prompt written notice to the party against whom indemnity is sought (the “Indemnifying Party”) of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought under this Article X, such notice specifying in reasonable detail the nature of the claim, suit, action or proceeding, the basis for indemnification hereunder and the approximate dollar amount of Loss for which indemnification is sought (if then reasonably qualifiable); provided, however, that the failure to provide prompt notice as provided herein will relieve the Indemnifying Party of its obligations hereunder only to the extent that such failure actually prejudices the Indemnifying Party hereunder. If such event involves any claim or the commencement of any action or proceeding by a third person (a “Third Party Claim”), the Indemnifying Party shall have the right within thirty (30) days after receipt of notice from the Indemnified Party to assume the control of the defense, compromise or settlement of any such Third Party Claim, including, at its own expense, employment of counsel; provided, however, that if the Indemnifying Party shall have exercised its right to assume such control, the Indemnified Party (i) may, in its sole discretion, employ counsel to represent it (in addition to counsel employed by the Indemnifying Party, and at the Indemnified Party’s sole expense) in any such matter, and in such event counsel selected by the Indemnified Party shall be required to cooperate reasonably with the Indemnifying Party’s counsel in such defense, compromise or settlement, and (ii) will, at its own expense, make reasonably available to the Indemnifying Party those employees of the Indemnified Party or any Affiliate of the Indemnified Party whose assistance, testimony or presence is reasonably necessary to assist the Indemnifying Party in evaluating and in defending any such Third Party Claim; provided further, however, that any such access shall be conducted in such a manner as not to interfere unreasonably with the operations of the business of the Indemnified Party and its Affiliates. The Indemnifying Party shall not consent to the entry of judgment, compromise or settlement of any Third Party Claim, without the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld, conditioned or delayed in any case where such judgment, compromise or settlement does not impose any obligation or require any admission of responsibility or liability on the part of the Indemnified Party (other than the payment of monies for which the Indemnified Party is indemnified hereunder) and includes as an unconditional term thereof the giving by each claimant or plaintiff to the Indemnified Party and its officers, directors, stockholders and employees of a general release from all liability with respect to such Third Party Claim. If the Indemnified Party shall in good faith determine that the conduct of the defense of any Third Party Claim subject to indemnification hereunder or any proposed consent to the entry of judgment, compromise or settlement of any such Third Party Claim by the Indemnifying Party would reasonably be expected to affect materially and adversely the ability of the Indemnified Party to conduct its business in a manner that may not be adequately compensated by the money damages, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such Third Party Claim or any litigation relating thereto, then the Indemnified Party shall have the right at all times and upon prior written notice to the Indemnifying Party to take over and assume control over the defense, settlement, negotiations or litigation relating to any such Third Party Claim. If the Indemnified Party shall so assume the exclusive right to defend, compromise or settle such claim, all attorneys’ fees and other expenses incurred by the Indemnified Party in the defense, compromise or settlement of such claim, to the extent related to the defense or counterclaim that is inconsistent with one or more of the defenses or counterclaims that may be available to the Indemnifying Party in respect of such Third Party Claim or any litigation relating thereto, shall be at the Indemnified Party’s expense and shall not be eligible for indemnification from the Indemnifying Party, but the Indemnified Party shall be entitled to be indemnified by the Indemnifying Party for the full amount of other Loss suffered by the Indemnified Party as a result of or arising out of the Third Party Claim including the attorneys’ fees and other expenses otherwise incurred by the Indemnified Party in the defense, compromise or settlement of such claim. If the Indemnified Party does so take over and assume control, (a) the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed and (b) should the Indemnified Party receive a binding written offer of settlement from the third party claimant to consent to or enter into a judgment, compromise or settlement of such Third Party Claim that does not impose any obligation or require any admission of responsibility or liability on the part of the Indemnified Party (other than the payment of monies for which the Indemnified Party is indemnified hereunder) and includes as an unconditional term thereof the giving by each claimant or plaintiff to the Indemnified Party and its officers, directors, stockholders and employees a general release from all liability with respect to such Third Party Claim, but the Indemnified Party does not consent to or enter into such judgment, compromise or settlement, the Indemnifying Party will not be obligated to indemnify the Indemnified Party to the extent that any Loss exceeds the amount that the Indemnified Party would have reasonably incurred had the Indemnified Party consented to or entered into such judgment, compromise or settlement. If the Indemnifying Party does not accept the defense of any matter as above provided within thirty (30) days after receipt of the notice from the Indemnified Party described above, then the Indemnified Party shall have the full right to defend against any such Third Party Claim at the sole cost and expense of the Indemnifying Party and shall be entitled to settle or agree to pay in full such Third Party Claim with the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed; provided, however, with respect to no claim for indemnification pursuant to Article X (or as a part of a group of related claims, or claims that, although unrelated, originate from a common set of facts) shall the Indemnified Party be eligible for indemnification from the Indemnifying Party for the attorneys’ fees and expenses of more than one legal counsel, plus local counsel, to the Indemnified Party.

PROCEDURES; NO WAIVER; EXCLUSIVITY. (a) All claims for indemnification by a party pursuant to this Article 6 in connection with an action, suit or proceeding shall be made in accordance with the provisions of this Section 6.6. The party seeking entitled to indemnification under this Article X 6 (the “"Indemnified Party”Person") agrees to shall give prompt written notice notification to the party against whom indemnity is sought Person obligated to provide such indemnification (the “"Indemnifying Party”Person") of the assertion of any claim, or the commencement of any suitaction, action suit or proceeding in respect of which indemnity may be sought under this Article X, such notice specifying in reasonable detail the nature of the claim, suit, action or proceeding, the basis for indemnification hereunder and the approximate dollar amount of Loss relating to a third party claim for which indemnification is sought (if then reasonably qualifiable)pursuant to this Article 6 may be sought; provided, however, that no delay on the failure to provide prompt notice as provided herein will part of the Indemnified Person in notifying the Indemnifying Person shall relieve the Indemnifying Party of its obligations hereunder only Person from any liability or obligation under this Article 6 except to the extent that such failure actually prejudices the Indemnifying Party hereunder. If such event involves any claim or the commencement of any action damage or proceeding liability caused solely by a third person (a “Third Party Claim”)or arising out of such delay. Within 20 days after delivery of such notification, the Indemnifying Party shall have the right within thirty (30) days after receipt of Person may, upon written notice from thereof to the Indemnified Party to Person, assume the control of the defense of such action, suit or proceeding with counsel reasonably satisfactory to the Indemnified Person, provided (i) the Indemnifying Person acknowledges in writing to the Indemnified Person that the Indemnifying Person shall indemnify the Indemnified Person with respect to all elements of such action, suit or proceeding and any damages, fines, costs or other liabilities that may be assessed against the Indemnified Person in connection with such action, suit or proceeding, and (ii) the third party seeks monetary damages only. If the Indemnifying Person does not so assume control of such defense, compromise or settlement of any the Indemnified Person shall control such Third Party Claim, including, defense. The party not controlling such defense may participate therein at its own expense, employment of counsel; provided, however, that if the Indemnifying Party shall Person assumes control of such defense and the Indemnified Person is advised by counsel in writing that the Indemnifying Person and the Indemnified Person may have exercised its right conflicting interests or different defenses available with respect to assume such controlaction, suit or proceeding, the Indemnified Party (i) may, in its sole discretion, employ reasonable fees and expenses of counsel to represent it (the Indemnified Person shall be considered "Losses" for purposes of this Agreement. The party controlling such defense shall keep the other party advised of the status of such action, suit or proceeding and the defense thereof and shall consider in addition to counsel employed good faith recommendations made by the Indemnifying Partyother party with respect thereto. An Indemnified Person shall not agree to any settlement of such action, and at suit or proceeding without the Indemnified Party’s sole expense) in any such matter, and in such event counsel selected by the Indemnified Party shall be required to cooperate reasonably with prior written consent of the Indemnifying Party’s counsel in such defensePerson, compromise which shall not be unreasonably withheld or settlement, and (ii) will, at its own expense, make reasonably available to the Indemnifying Party those employees of the Indemnified Party or any Affiliate of the Indemnified Party whose assistance, testimony or presence is reasonably necessary to assist the Indemnifying Party in evaluating and in defending any such Third Party Claim; provided further, however, that any such access shall be conducted in such a manner as not to interfere unreasonably with the operations of the business of the Indemnified Party and its Affiliatesdelayed. The Indemnifying Party Person shall not consent agree to any settlement or the entry of judgmenta judgment in any action, compromise suit or settlement of any Third Party Claim, proceeding without the prior written consent of the Indemnified PartyPerson, which shall not be unreasonably withheld (it being understood that it is reasonable to withhold such consent not to be unreasonably withheldif, conditioned among other things, the settlement or delayed in any case where such judgment, compromise or settlement does not impose any obligation or require any admission the entry of responsibility or liability on the part a judgment (A) lacks a complete release of the Indemnified Party (other than the payment of monies Person for which the Indemnified Party is indemnified hereunder) and includes as an unconditional term thereof the giving by each claimant or plaintiff to the Indemnified Party and its officers, directors, stockholders and employees of a general release from all liability with respect to such Third Party Claim. If thereto or (B) imposes any liability or obligation on the Indemnified Party shall in good faith determine that the conduct of the defense of any Third Party Claim subject to indemnification hereunder or any proposed consent to the entry of judgment, compromise or settlement of any such Third Party Claim by the Indemnifying Party would reasonably be expected to affect materially and adversely the ability of the Indemnified Party to conduct its business in a manner that may not be adequately compensated by the money damages, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such Third Party Claim or any litigation relating thereto, then the Indemnified Party shall have the right at all times and upon prior written notice to the Indemnifying Party to take over and assume control over the defense, settlement, negotiations or litigation relating to any such Third Party Claim. If the Indemnified Party shall so assume the exclusive right to defend, compromise or settle such claim, all attorneys’ fees and other expenses incurred by the Indemnified Party in the defense, compromise or settlement of such claim, to the extent related to the defense or counterclaim that is inconsistent with one or more of the defenses or counterclaims that may be available to the Indemnifying Party in respect of such Third Party Claim or any litigation relating thereto, shall be at the Indemnified Party’s expense and shall not be eligible for indemnification from the Indemnifying Party, but the Indemnified Party shall be entitled to be indemnified by the Indemnifying Party for the full amount of other Loss suffered by the Indemnified Party as a result of or arising out of the Third Party Claim including the attorneys’ fees and other expenses otherwise incurred by the Indemnified Party in the defense, compromise or settlement of such claim. If the Indemnified Party does so take over and assume control, (a) the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed and (b) should the Indemnified Party receive a binding written offer of settlement from the third party claimant to consent to or enter into a judgment, compromise or settlement of such Third Party Claim that does not impose any obligation or require any admission of responsibility or liability on the part of the Indemnified Party (other than the payment of monies for which the Indemnified Party is indemnified hereunder) and includes as an unconditional term thereof the giving by each claimant or plaintiff to the Indemnified Party and its officers, directors, stockholders and employees a general release from all liability with respect to such Third Party Claim, but the Indemnified Party does not consent to or enter into such judgment, compromise or settlement, the Indemnifying Party will not be obligated to indemnify the Indemnified Party to the extent that any Loss exceeds the amount that the Indemnified Party would have reasonably incurred had the Indemnified Party consented to or entered into such judgment, compromise or settlement. If the Indemnifying Party does not accept the defense of any matter as above provided within thirty (30) days after receipt of the notice from the Indemnified Party described above, then the Indemnified Party shall have the full right to defend against any such Third Party Claim at the sole cost and expense of the Indemnifying Party and shall be entitled to settle or agree to pay in full such Third Party Claim with the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed; provided, however, with respect to no claim for indemnification pursuant to Article X (or as a part of a group of related claims, or claims that, although unrelated, originate from a common set of facts) shall the Indemnified Party be eligible for indemnification from the Indemnifying Party for the attorneys’ fees and expenses of more than one legal counsel, plus local counsel, to the Indemnified PartyPerson).

PROCEDURES; NO WAIVER; EXCLUSIVITY. (a) All claims for indemnification by a party pursuant to this Article 6 shall be made in accordance with the provisions of this Section 6.6. The party seeking entitled to indemnification under this Article X 6 (the “Indemnified PartyPerson”) agrees to shall give prompt written notice notification to the party against whom indemnity is sought Person obligated to provide such indemnification (the “Indemnifying PartyPerson”) of the assertion of any claim, or the commencement of any suitaction, action suit or proceeding in respect of which indemnity may be sought under this Article X, such notice specifying in reasonable detail the nature of the claim, suit, action or proceeding, the basis for indemnification hereunder and the approximate dollar amount of Loss relating to a third party claim for which indemnification is sought (if then reasonably qualifiable)pursuant to this Article 6 may be sought; provided, however, that that, subject to the failure to provide prompt notice as provided herein will limitations set forth in Section 6.8, if applicable, no delay on the part of the Indemnified Person in notifying the Indemnifying Person shall relieve the Indemnifying Party of its obligations hereunder only Person from any liability or obligation under this Article 6 except to the extent that such failure actually prejudices the Indemnifying Party hereunder. If such event involves any claim or the commencement of any action damage or proceeding liability caused solely by a third person (a “Third Party Claim”)or arising out of such delay. Within 20 days after delivery of such notification, the Indemnifying Party shall have the right within thirty (30) days after receipt of Person may, upon written notice from thereof to the Indemnified Party to Person, assume the control of the defense of such action, suit or proceeding with counsel reasonably satisfactory to the Indemnified Person, provided (i) the Indemnifying Person acknowledges in writing to the Indemnified Person that the Indemnifying Person shall indemnify the Indemnified Person with respect to all elements of such action, suit or proceeding and any damages, fines, costs or other liabilities that may be assessed against the Indemnified Person in connection with such action, suit or proceeding, and (ii) the third party seeks monetary damages only. If the Indemnifying Person does not so assume control of such defense, compromise or settlement of any the Indemnified Person shall control such Third Party Claim, including, defense. The party not controlling such defense may participate therein at its own expense, employment of counsel; provided, however, that if the Indemnifying Party shall Person assumes control of such defense and the Indemnified Person is advised by counsel in writing that the Indemnifying Person and the Indemnified Person may have exercised its right conflicting interests or different defenses available with respect to assume such controlaction, suit or proceeding, the Indemnified Party (i) may, in its sole discretion, employ reasonable fees and expenses of counsel to represent it (the Indemnified Person shall be considered “Losses” for purposes of this Agreement. The party controlling such defense shall keep the other party advised of the status of such action, suit or proceeding and the defense thereof and shall consider in addition to counsel employed good faith recommendations made by the Indemnifying Partyother party with respect thereto. An Indemnified Person shall not agree to any settlement of such action, and at suit or proceeding without the Indemnified Party’s sole expense) in any such matter, and in such event counsel selected by the Indemnified Party shall be required to cooperate reasonably with prior written consent of the Indemnifying Party’s counsel in such defensePerson, compromise which shall not be unreasonably withheld or settlement, and (ii) will, at its own expense, make reasonably available to the Indemnifying Party those employees of the Indemnified Party or any Affiliate of the Indemnified Party whose assistance, testimony or presence is reasonably necessary to assist the Indemnifying Party in evaluating and in defending any such Third Party Claim; provided further, however, that any such access shall be conducted in such a manner as not to interfere unreasonably with the operations of the business of the Indemnified Party and its Affiliatesdelayed. The Indemnifying Party Person shall not consent agree to any settlement or the entry of judgmenta judgment in any action, compromise suit or settlement of any Third Party Claim, proceeding without the prior written consent of the Indemnified PartyPerson, which shall not be unreasonably withheld (it being understood that it is reasonable to withhold such consent not to be unreasonably withheldif, conditioned among other things, the settlement or delayed in any case where such judgment, compromise or settlement does not impose any obligation or require any admission the entry of responsibility or liability on the part a judgment (A) lacks a complete release of the Indemnified Party (other than the payment of monies Person for which the Indemnified Party is indemnified hereunder) and includes as an unconditional term thereof the giving by each claimant or plaintiff to the Indemnified Party and its officers, directors, stockholders and employees of a general release from all liability with respect to such Third Party Claim. If thereto or (B) imposes any liability or obligation on the Indemnified Party shall in good faith determine that the conduct of the defense of any Third Party Claim subject to indemnification hereunder or any proposed consent to the entry of judgment, compromise or settlement of any such Third Party Claim by the Indemnifying Party would reasonably be expected to affect materially and adversely the ability of the Indemnified Party to conduct its business in a manner that may not be adequately compensated by the money damages, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such Third Party Claim or any litigation relating thereto, then the Indemnified Party shall have the right at all times and upon prior written notice to the Indemnifying Party to take over and assume control over the defense, settlement, negotiations or litigation relating to any such Third Party Claim. If the Indemnified Party shall so assume the exclusive right to defend, compromise or settle such claim, all attorneys’ fees and other expenses incurred by the Indemnified Party in the defense, compromise or settlement of such claim, to the extent related to the defense or counterclaim that is inconsistent with one or more of the defenses or counterclaims that may be available to the Indemnifying Party in respect of such Third Party Claim or any litigation relating thereto, shall be at the Indemnified Party’s expense and shall not be eligible for indemnification from the Indemnifying Party, but the Indemnified Party shall be entitled to be indemnified by the Indemnifying Party for the full amount of other Loss suffered by the Indemnified Party as a result of or arising out of the Third Party Claim including the attorneys’ fees and other expenses otherwise incurred by the Indemnified Party in the defense, compromise or settlement of such claim. If the Indemnified Party does so take over and assume control, (a) the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed and (b) should the Indemnified Party receive a binding written offer of settlement from the third party claimant to consent to or enter into a judgment, compromise or settlement of such Third Party Claim that does not impose any obligation or require any admission of responsibility or liability on the part of the Indemnified Party (other than the payment of monies for which the Indemnified Party is indemnified hereunder) and includes as an unconditional term thereof the giving by each claimant or plaintiff to the Indemnified Party and its officers, directors, stockholders and employees a general release from all liability with respect to such Third Party Claim, but the Indemnified Party does not consent to or enter into such judgment, compromise or settlement, the Indemnifying Party will not be obligated to indemnify the Indemnified Party to the extent that any Loss exceeds the amount that the Indemnified Party would have reasonably incurred had the Indemnified Party consented to or entered into such judgment, compromise or settlement. If the Indemnifying Party does not accept the defense of any matter as above provided within thirty (30) days after receipt of the notice from the Indemnified Party described above, then the Indemnified Party shall have the full right to defend against any such Third Party Claim at the sole cost and expense of the Indemnifying Party and shall be entitled to settle or agree to pay in full such Third Party Claim with the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed; provided, however, with respect to no claim for indemnification pursuant to Article X (or as a part of a group of related claims, or claims that, although unrelated, originate from a common set of facts) shall the Indemnified Party be eligible for indemnification from the Indemnifying Party for the attorneys’ fees and expenses of more than one legal counsel, plus local counsel, to the Indemnified PartyPerson).

PROCEDURES; NO WAIVER; EXCLUSIVITY. (a) All claims for indemnification by a party pursuant to this Article 9 in connection with an action, suit or proceeding shall be made in accordance with the provisions of this Section 9.5. The party seeking entitled to indemnification under this Article X 9 (the “"Indemnified Party”Person") agrees to shall give prompt written notice notification to the party against whom indemnity is sought Person obligated to provide such indemnification (the “"Indemnifying Party”Person") of the assertion of any claim, or the commencement of any suitaction, action suit or proceeding in respect of which indemnity may be sought under this Article X, such notice specifying in reasonable detail the nature of the claim, suit, action or proceeding, the basis for indemnification hereunder and the approximate dollar amount of Loss relating to a third party claim for which indemnification is sought (if then reasonably qualifiable)pursuant to this Article 9 may be sought; provided, however, that no delay on the failure to provide prompt notice as provided herein will part of the Indemnified Person in notifying the Indemnifying Person shall relieve the Indemnifying Party of its obligations hereunder only Person from any liability or obligation under this Article 9 except to the extent that such failure actually prejudices the Indemnifying Party hereunder. If such event involves any claim or the commencement of any action damage or proceeding liability caused solely by a third person (a “Third Party Claim”)or arising out of such delay. Within 20 days after delivery of such notification, the Indemnifying Party shall have the right within thirty (30) days after receipt of Person may, upon written notice from thereof to the Indemnified Party to Person, assume the control of the defense of such action, suit or proceeding with counsel reasonably satisfactory to the Indemnified Person, provided (i) the Indemnifying Person acknowledges in writing to the Indemnified Person that the Indemnifying Person shall indemnify the Indemnified Person with respect to all elements of such action, suit or proceeding and any damages, fines, costs or other liabilities that may be assessed against the Indemnified Person in connection with such action, suit or proceeding, and (ii) the third party seeks monetary damages only. If the Indemnifying Person does not so assume control of such defense, compromise or settlement of any the Indemnified Person shall control such Third Party Claim, including, defense. The party not controlling such defense may participate therein at its own expense, employment of counsel; provided, however, that if the Indemnifying Party shall Person assumes control of such defense and the Indemnified Person is advised by counsel in writing that the Indemnifying Person and the Indemnified Person may have exercised its right conflicting interests or different defenses available with respect to assume such controlaction, suit or proceeding, the Indemnified Party (i) may, in its sole discretion, employ reasonable fees and expenses of counsel to represent it (the Indemnified Person shall be considered "Losses" for purposes of this Agreement. The party controlling such defense shall keep the other party advised of the status of such action, suit or proceeding and the defense thereof and shall consider in addition to counsel employed good faith recommendations made by the Indemnifying Partyother party with respect thereto. An Indemnified Person shall not agree to any settlement of such action, and at suit or proceeding without the Indemnified Party’s sole expense) in any such matter, and in such event counsel selected by the Indemnified Party shall be required to cooperate reasonably with prior written consent of the Indemnifying Party’s counsel in such defensePerson, compromise which shall not be unreasonably withheld or settlement, and (ii) will, at its own expense, make reasonably available to the Indemnifying Party those employees of the Indemnified Party or any Affiliate of the Indemnified Party whose assistance, testimony or presence is reasonably necessary to assist the Indemnifying Party in evaluating and in defending any such Third Party Claim; provided further, however, that any such access shall be conducted in such a manner as not to interfere unreasonably with the operations of the business of the Indemnified Party and its Affiliatesdelayed. The Indemnifying Party Person shall not consent agree to any settlement or the entry of judgmenta judgment in any action, compromise suit or settlement of any Third Party Claim, proceeding without the prior written consent of the Indemnified PartyPerson, which shall not be unreasonably withheld (it being understood that it is reasonable to withhold such consent not to be unreasonably withheldif, conditioned among other things, the settlement or delayed in any case where such judgment, compromise or settlement does not impose any obligation or require any admission the entry of responsibility or liability on the part a judgment (A) lacks a complete release of the Indemnified Party (other than the payment of monies Person for which the Indemnified Party is indemnified hereunder) and includes as an unconditional term thereof the giving by each claimant or plaintiff to the Indemnified Party and its officers, directors, stockholders and employees of a general release from all liability with respect to such Third Party Claim. If thereto or (B) imposes any liability or obligation on the Indemnified Party shall in good faith determine that the conduct of the defense of any Third Party Claim subject to indemnification hereunder or any proposed consent to the entry of judgment, compromise or settlement of any such Third Party Claim by the Indemnifying Party would reasonably be expected to affect materially and adversely the ability of the Indemnified Party to conduct its business in a manner that may not be adequately compensated by the money damages, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such Third Party Claim or any litigation relating thereto, then the Indemnified Party shall have the right at all times and upon prior written notice to the Indemnifying Party to take over and assume control over the defense, settlement, negotiations or litigation relating to any such Third Party Claim. If the Indemnified Party shall so assume the exclusive right to defend, compromise or settle such claim, all attorneys’ fees and other expenses incurred by the Indemnified Party in the defense, compromise or settlement of such claim, to the extent related to the defense or counterclaim that is inconsistent with one or more of the defenses or counterclaims that may be available to the Indemnifying Party in respect of such Third Party Claim or any litigation relating thereto, shall be at the Indemnified Party’s expense and shall not be eligible for indemnification from the Indemnifying Party, but the Indemnified Party shall be entitled to be indemnified by the Indemnifying Party for the full amount of other Loss suffered by the Indemnified Party as a result of or arising out of the Third Party Claim including the attorneys’ fees and other expenses otherwise incurred by the Indemnified Party in the defense, compromise or settlement of such claim. If the Indemnified Party does so take over and assume control, (a) the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed and (b) should the Indemnified Party receive a binding written offer of settlement from the third party claimant to consent to or enter into a judgment, compromise or settlement of such Third Party Claim that does not impose any obligation or require any admission of responsibility or liability on the part of the Indemnified Party (other than the payment of monies for which the Indemnified Party is indemnified hereunder) and includes as an unconditional term thereof the giving by each claimant or plaintiff to the Indemnified Party and its officers, directors, stockholders and employees a general release from all liability with respect to such Third Party Claim, but the Indemnified Party does not consent to or enter into such judgment, compromise or settlement, the Indemnifying Party will not be obligated to indemnify the Indemnified Party to the extent that any Loss exceeds the amount that the Indemnified Party would have reasonably incurred had the Indemnified Party consented to or entered into such judgment, compromise or settlement. If the Indemnifying Party does not accept the defense of any matter as above provided within thirty (30) days after receipt of the notice from the Indemnified Party described above, then the Indemnified Party shall have the full right to defend against any such Third Party Claim at the sole cost and expense of the Indemnifying Party and shall be entitled to settle or agree to pay in full such Third Party Claim with the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed; provided, however, with respect to no claim for indemnification pursuant to Article X (or as a part of a group of related claims, or claims that, although unrelated, originate from a common set of facts) shall the Indemnified Party be eligible for indemnification from the Indemnifying Party for the attorneys’ fees and expenses of more than one legal counsel, plus local counsel, to the Indemnified PartyPerson).

PROCEDURES; NO WAIVER; EXCLUSIVITY. (a) All claims for indemnification by a party pursuant to this Article 6 in connection with an action, suit or proceeding shall be made in accordance with the provisions of this Section 6.4. The party seeking entitled to indemnification under this Article X 6 (the “Indemnified PartyPerson”) agrees to shall give prompt written notice notification to the party against whom indemnity is sought Person obligated to provide such indemnification (the “Indemnifying PartyPerson”) of the assertion of any claim, or the commencement of any suitaction, action suit or proceeding in respect of which indemnity may be sought under this Article X, such notice specifying in reasonable detail the nature of the claim, suit, action or proceeding, the basis for indemnification hereunder and the approximate dollar amount of Loss relating to a third party claim for which indemnification is sought (if then reasonably qualifiable)pursuant to this Article 6 may be sought; provided, however, that no delay on the failure to provide prompt notice as provided herein will part of the Indemnified Person in notifying the Indemnifying Person shall relieve the Indemnifying Party of its obligations hereunder only Person from any liability or obligation under this Article 6 except to the extent that such failure actually prejudices the Indemnifying Party hereunder. If such event involves any claim or the commencement of any action damage or proceeding liability caused by a third person or arising out of such delay. Within twenty (a “Third Party Claim”)20) days after delivery of such notification, the Indemnifying Party shall have the right within thirty (30) days after receipt of Person may, upon written notice from thereof to the Indemnified Party to Person, assume the control of the defense of such action, suit or proceeding with counsel reasonably satisfactory to the Indemnified Person, provided (i) the Indemnifying Person acknowledges in writing to the Indemnified Person that the Indemnifying Person shall indemnify the Indemnified Person with respect to such third party claim that may be assessed against the Indemnified Person in connection with such action, suit or proceeding, and (ii) the third party seeks monetary damages only. If the Indemnifying Person does not so assume control of such defense, compromise or settlement of any the Indemnified Person shall control such Third Party Claim, including, defense. The party not controlling such defense may participate therein at its own expense, employment of counsel; provided, however, that if the Indemnifying Party shall Person assumes control of such defense and the Indemnified Person is advised by counsel in writing that the Indemnifying Person and the Indemnified Person may have exercised its right conflicting interests or different defenses available with respect to assume such controlaction, suit or proceeding, the Indemnified Party (i) may, in its sole discretion, employ reasonable fees and expenses of counsel to represent it (the Indemnified Person shall be considered “Losses” for purposes of this Agreement. The party controlling such defense shall keep the other party advised of the status of such action, suit or proceeding and the defense thereof and shall consider in addition to counsel employed good faith recommendations made by the Indemnifying Partyother party with respect thereto. An Indemnified Person shall not agree to any settlement of such action, and at suit or proceeding without the Indemnified Party’s sole expense) in any such matter, and in such event counsel selected by the Indemnified Party shall be required to cooperate reasonably with prior written consent of the Indemnifying Party’s counsel in such defensePerson, compromise which shall not be unreasonably withheld or settlement, and (ii) will, at its own expense, make reasonably available to the Indemnifying Party those employees of the Indemnified Party or any Affiliate of the Indemnified Party whose assistance, testimony or presence is reasonably necessary to assist the Indemnifying Party in evaluating and in defending any such Third Party Claim; provided further, however, that any such access shall be conducted in such a manner as not to interfere unreasonably with the operations of the business of the Indemnified Party and its Affiliatesdelayed. The Indemnifying Party Person shall not consent agree to any settlement or the entry of judgmenta judgment in any action, compromise suit or settlement of any Third Party Claim, proceeding without the prior written consent of the Indemnified PartyPerson, which shall not be unreasonably withheld (it being understood that it is reasonable to withhold such consent not to be unreasonably withheldif, conditioned among other things, the settlement or delayed in any case where such judgment, compromise or settlement does not impose any obligation or require any admission the entry of responsibility or liability on the part a judgment (A) lacks a complete release of the Indemnified Party Person for all liability with respect thereto or (B) imposes any liability or obligation on the Indemnified Person other than the payment of monies for which the Indemnified Party is indemnified hereunder) and includes as money in an unconditional term thereof the giving by each claimant amount less than or plaintiff equal to the Indemnified Party and its officers, directors, stockholders and employees of a general release from all liability with respect to such Third Party Claim. If the Indemnified Party shall in good faith determine that the conduct of the defense of any Third Party Claim subject to indemnification hereunder or any proposed consent to the entry of judgment, compromise or settlement of any such Third Party Claim by the Indemnifying Party would reasonably be expected to affect materially and adversely the ability of the Indemnified Party to conduct its business in a manner that may not be adequately compensated by the money damages, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such Third Party Claim or any litigation relating thereto, then the Indemnified Party shall have the right at all times and upon prior written notice to the Indemnifying Party to take over and assume control over the defense, settlement, negotiations or litigation relating to any such Third Party Claim. If the Indemnified Party shall so assume the exclusive right to defend, compromise or settle such claim, all attorneys’ fees and other expenses incurred by the Indemnified Party in the defense, compromise or settlement of such claim, to the extent related to the defense or counterclaim that is inconsistent with one or more of the defenses or counterclaims that may be available to the Indemnifying Party in respect of such Third Party Claim or any litigation relating thereto, shall be at the Indemnified Party’s expense and shall not be eligible for indemnification from the Indemnifying Party, but the Indemnified Party shall be entitled to be indemnified by the Indemnifying Party for the full amount of other Loss suffered by the Indemnified Party as a result of or arising out of the Third Party Claim including the attorneys’ fees and other expenses otherwise incurred by the Indemnified Party in the defense, compromise or settlement of such claim. If the Indemnified Party does so take over and assume control, (a) the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed and (b) should the Indemnified Party receive a binding written offer of settlement from the third party claimant to consent to or enter into a judgment, compromise or settlement of such Third Party Claim that does not impose any obligation or require any admission of responsibility or liability on the part of the Indemnified Party (other than the payment of monies for which the Indemnified Party is indemnified hereunder) and includes as an unconditional term thereof the giving by each claimant or plaintiff to the Indemnified Party and its officers, directors, stockholders and employees a general release from all liability with respect to such Third Party Claim, but the Indemnified Party does not consent to or enter into such judgment, compromise or settlement, the Indemnifying Party will not be obligated to indemnify the Indemnified Party to the extent that any Loss exceeds the amount that the Indemnified Party would have reasonably incurred had the Indemnified Party consented to or entered into such judgment, compromise or settlement. If the Indemnifying Party does not accept the defense of any matter as above provided within thirty (30) days after receipt of the notice from the Indemnified Party described above, then the Indemnified Party shall have the full right to defend against any such Third Party Claim at the sole cost and expense of the Indemnifying Party and shall be entitled to settle or agree to pay in full such Third Party Claim with the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed; provided, however, with respect to no claim for indemnification pursuant to Article X (or as a part of a group of related claims, or claims that, although unrelated, originate from a common set of facts) shall the Indemnified Party be eligible for indemnification from the Indemnifying Party for the attorneys’ fees and expenses of more than one legal counsel, plus local counsel, to the Indemnified PartyCap).

PROCEDURES; NO WAIVER; EXCLUSIVITY. (a) All claims for indemnification by a party pursuant to this Article 9 in connection with an action, suit or proceeding shall be made in accordance with the provisions of this Section 9.6. The party seeking entitled to indemnification under this Article X 9 (the “Indemnified PartyPerson”) agrees to shall give prompt written notice notification to the party against whom indemnity is sought Person obligated to provide such indemnification (the “Indemnifying PartyPerson”) of the assertion of any claim, or the commencement of any suitaction, action suit or proceeding in respect of which indemnity may be sought under this Article X, such notice specifying in reasonable detail the nature of the claim, suit, action or proceeding, the basis for indemnification hereunder and the approximate dollar amount of Loss relating to a third party claim for which indemnification is sought (if then reasonably qualifiable)pursuant to this Article 6 may be sought; provided, however, that no delay on the failure to provide prompt notice as provided herein will part of the Indemnified Person in notifying the Indemnifying Person shall relieve the Indemnifying Party of its obligations hereunder only Person from any liability or obligation under this Article 9 except to the extent that such failure actually prejudices the Indemnifying Party hereunder. If such event involves any claim or the commencement of any action damage or proceeding liability caused solely by a third person (a “Third Party Claim”)or arising out of such delay. Within 20 days after delivery of such notification, the Indemnifying Party shall have the right within thirty (30) days after receipt of Person may, upon written notice from thereof to the Indemnified Party to Person, assume the control of the defense of such action, suit or proceeding with counsel reasonably satisfactory to the Indemnified Person, provided (i) the Indemnifying Person acknowledges in writing to the Indemnified Person that the Indemnifying Person shall indemnify the Indemnified Person with respect to all elements of such action, suit or proceeding and any damages, fines, costs or other liabilities that may be assessed against the Indemnified Person in connection with such action, suit or proceeding, and (ii) the third party seeks monetary damages only. If the Indemnifying Person does not so assume control of such defense, compromise or settlement of any the Indemnified Person shall control such Third Party Claim, including, defense. The party not controlling such defense may participate therein at its own expense, employment of counsel; provided, however, that if the Indemnifying Party shall Person assumes control of such defense and the Indemnified Person is advised by counsel in writing that the Indemnifying Person and the Indemnified Person may have exercised its right conflicting interests or different defenses available with respect to assume such controlaction, suit or proceeding, the Indemnified Party (i) may, in its sole discretion, employ reasonable fees and expenses of counsel to represent it (the Indemnified Person shall be considered “Losses” for purposes of this Agreement. The party controlling such defense shall keep the other party advised of the status of such action, suit or proceeding and the defense thereof and shall consider in addition to counsel employed good faith recommendations made by the Indemnifying Partyother party with respect thereto. An Indemnified Person shall not agree to any settlement of such action, and at suit or proceeding without the Indemnified Party’s sole expense) in any such matter, and in such event counsel selected by the Indemnified Party shall be required to cooperate reasonably with prior written consent of the Indemnifying Party’s counsel in such defensePerson, compromise which shall not be unreasonably withheld or settlement, and (ii) will, at its own expense, make reasonably available to the Indemnifying Party those employees of the Indemnified Party or any Affiliate of the Indemnified Party whose assistance, testimony or presence is reasonably necessary to assist the Indemnifying Party in evaluating and in defending any such Third Party Claim; provided further, however, that any such access shall be conducted in such a manner as not to interfere unreasonably with the operations of the business of the Indemnified Party and its Affiliatesdelayed. The Indemnifying Party Person shall not consent agree to any settlement or the entry of judgmenta judgment in any action, compromise suit or settlement of any Third Party Claim, proceeding without the prior written consent of the Indemnified PartyPerson, which shall not be unreasonably withheld (it being understood that it is reasonable to withhold such consent not to be unreasonably withheldif, conditioned among other things, the settlement or delayed in any case where such judgment, compromise or settlement does not impose any obligation or require any admission the entry of responsibility or liability on the part a judgment (A) lacks a complete release of the Indemnified Party (other than the payment of monies Person for which the Indemnified Party is indemnified hereunder) and includes as an unconditional term thereof the giving by each claimant or plaintiff to the Indemnified Party and its officers, directors, stockholders and employees of a general release from all liability with respect to such Third Party Claim. If thereto or (B) imposes any liability or obligation on the Indemnified Party shall in good faith determine that the conduct of the defense of any Third Party Claim subject to indemnification hereunder or any proposed consent to the entry of judgment, compromise or settlement of any such Third Party Claim by the Indemnifying Party would reasonably be expected to affect materially and adversely the ability of the Indemnified Party to conduct its business in a manner that may not be adequately compensated by the money damages, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such Third Party Claim or any litigation relating thereto, then the Indemnified Party shall have the right at all times and upon prior written notice to the Indemnifying Party to take over and assume control over the defense, settlement, negotiations or litigation relating to any such Third Party Claim. If the Indemnified Party shall so assume the exclusive right to defend, compromise or settle such claim, all attorneys’ fees and other expenses incurred by the Indemnified Party in the defense, compromise or settlement of such claim, to the extent related to the defense or counterclaim that is inconsistent with one or more of the defenses or counterclaims that may be available to the Indemnifying Party in respect of such Third Party Claim or any litigation relating thereto, shall be at the Indemnified Party’s expense and shall not be eligible for indemnification from the Indemnifying Party, but the Indemnified Party shall be entitled to be indemnified by the Indemnifying Party for the full amount of other Loss suffered by the Indemnified Party as a result of or arising out of the Third Party Claim including the attorneys’ fees and other expenses otherwise incurred by the Indemnified Party in the defense, compromise or settlement of such claim. If the Indemnified Party does so take over and assume control, (a) the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed and (b) should the Indemnified Party receive a binding written offer of settlement from the third party claimant to consent to or enter into a judgment, compromise or settlement of such Third Party Claim that does not impose any obligation or require any admission of responsibility or liability on the part of the Indemnified Party (other than the payment of monies for which the Indemnified Party is indemnified hereunder) and includes as an unconditional term thereof the giving by each claimant or plaintiff to the Indemnified Party and its officers, directors, stockholders and employees a general release from all liability with respect to such Third Party Claim, but the Indemnified Party does not consent to or enter into such judgment, compromise or settlement, the Indemnifying Party will not be obligated to indemnify the Indemnified Party to the extent that any Loss exceeds the amount that the Indemnified Party would have reasonably incurred had the Indemnified Party consented to or entered into such judgment, compromise or settlement. If the Indemnifying Party does not accept the defense of any matter as above provided within thirty (30) days after receipt of the notice from the Indemnified Party described above, then the Indemnified Party shall have the full right to defend against any such Third Party Claim at the sole cost and expense of the Indemnifying Party and shall be entitled to settle or agree to pay in full such Third Party Claim with the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed; provided, however, with respect to no claim for indemnification pursuant to Article X (or as a part of a group of related claims, or claims that, although unrelated, originate from a common set of facts) shall the Indemnified Party be eligible for indemnification from the Indemnifying Party for the attorneys’ fees and expenses of more than one legal counsel, plus local counsel, to the Indemnified PartyPerson).

PROCEDURES; NO WAIVER; EXCLUSIVITY. (a) All claims for indemnification by a party pursuant to this Article 8 in connection with an action, suit or proceeding shall be made in accordance with the provisions of this Section 8.6. The party seeking entitled to indemnification under this Article X 8 (the “Indemnified PartyPerson”) agrees to shall give prompt written notice notification to the party against whom indemnity is sought Person obligated to provide such indemnification (the “Indemnifying PartyPerson”) of the assertion of any claim, or the commencement of any suitaction, action suit or proceeding in respect of which indemnity may be sought under this Article X, such notice specifying in reasonable detail the nature of the claim, suit, action or proceeding, the basis for indemnification hereunder and the approximate dollar amount of Loss relating to a third party claim for which indemnification is sought (if then reasonably qualifiable)pursuant to this Article 8 may be sought; provided, however, that no delay on the failure to provide prompt notice as provided herein will part of the Indemnified Person in notifying the Indemnifying Person shall relieve the Indemnifying Party of its obligations hereunder only Person from any liability or obligation under this Article 8 except to the extent that such failure actually prejudices the Indemnifying Party hereunder. If such event involves any claim or the commencement of any action damage or proceeding liability caused solely by a third person (a “Third Party Claim”)or arising out of such delay. Within 20 days after delivery of such notification, the Indemnifying Party shall have the right within thirty (30) days after receipt of Person may, upon written notice from thereof to the Indemnified Party to Person, assume the control of the defense of such action, suit or proceeding with counsel reasonably satisfactory to the Indemnified Person, provided (i) the Indemnifying Person acknowledges in writing to the Indemnified Person that the Indemnifying Person shall indemnify the Indemnified Person with respect to all elements of such action, suit or proceeding and any damages, fines, costs or other liabilities that may be assessed against the Indemnified Person in connection with such action, suit or proceeding, and (ii) the third party seeks monetary damages only. If the Indemnifying Person does not so assume control of such defense, compromise or settlement of any the Indemnified Person shall control such Third Party Claim, including, defense. The party not controlling such defense may participate therein at its own expense, employment of counsel; provided, however, that if the Indemnifying Party shall Person assumes control of such defense and the Indemnified Person is advised by counsel in writing that the Indemnifying Person and the Indemnified Person may have exercised its right conflicting interests or different defenses available with respect to assume such controlaction, suit or proceeding, the Indemnified Party (i) may, in its sole discretion, employ reasonable fees and expenses of counsel to represent it (the Indemnified Person shall be considered “Losses” for purposes of this Agreement. The party controlling such defense shall keep the other party advised of the status of such action, suit or proceeding and the defense thereof and shall consider in addition to counsel employed good faith recommendations made by the Indemnifying Partyother party with respect thereto. An Indemnified Person shall not agree to any settlement of such action, and at suit or proceeding without the Indemnified Party’s sole expense) in any such matter, and in such event counsel selected by the Indemnified Party shall be required to cooperate reasonably with prior written consent of the Indemnifying Party’s counsel in such defensePerson, compromise which shall not be unreasonably withheld or settlement, and (ii) will, at its own expense, make reasonably available to the Indemnifying Party those employees of the Indemnified Party or any Affiliate of the Indemnified Party whose assistance, testimony or presence is reasonably necessary to assist the Indemnifying Party in evaluating and in defending any such Third Party Claim; provided further, however, that any such access shall be conducted in such a manner as not to interfere unreasonably with the operations of the business of the Indemnified Party and its Affiliatesdelayed. The Indemnifying Party Person shall not consent agree to any settlement or the entry of judgmenta judgment in any action, compromise suit or settlement of any Third Party Claim, proceeding without the prior written consent of the Indemnified PartyPerson, which shall not be unreasonably withheld (it being understood that it is reasonable to withhold such consent not to be unreasonably withheldif, conditioned among other things, the settlement or delayed in any case where such judgment, compromise or settlement does not impose any obligation or require any admission the entry of responsibility or liability on the part a judgment (A) lacks a complete release of the Indemnified Party (other than the payment of monies Person for which the Indemnified Party is indemnified hereunder) and includes as an unconditional term thereof the giving by each claimant or plaintiff to the Indemnified Party and its officers, directors, stockholders and employees of a general release from all liability with respect to such Third Party Claim. If thereto or (B) imposes any liability or obligation on the Indemnified Party shall in good faith determine that the conduct of the defense of any Third Party Claim subject to indemnification hereunder or any proposed consent to the entry of judgment, compromise or settlement of any such Third Party Claim by the Indemnifying Party would reasonably be expected to affect materially and adversely the ability of the Indemnified Party to conduct its business in a manner that may not be adequately compensated by the money damages, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such Third Party Claim or any litigation relating thereto, then the Indemnified Party shall have the right at all times and upon prior written notice to the Indemnifying Party to take over and assume control over the defense, settlement, negotiations or litigation relating to any such Third Party Claim. If the Indemnified Party shall so assume the exclusive right to defend, compromise or settle such claim, all attorneys’ fees and other expenses incurred by the Indemnified Party in the defense, compromise or settlement of such claim, to the extent related to the defense or counterclaim that is inconsistent with one or more of the defenses or counterclaims that may be available to the Indemnifying Party in respect of such Third Party Claim or any litigation relating thereto, shall be at the Indemnified Party’s expense and shall not be eligible for indemnification from the Indemnifying Party, but the Indemnified Party shall be entitled to be indemnified by the Indemnifying Party for the full amount of other Loss suffered by the Indemnified Party as a result of or arising out of the Third Party Claim including the attorneys’ fees and other expenses otherwise incurred by the Indemnified Party in the defense, compromise or settlement of such claim. If the Indemnified Party does so take over and assume control, (a) the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed and (b) should the Indemnified Party receive a binding written offer of settlement from the third party claimant to consent to or enter into a judgment, compromise or settlement of such Third Party Claim that does not impose any obligation or require any admission of responsibility or liability on the part of the Indemnified Party (other than the payment of monies for which the Indemnified Party is indemnified hereunder) and includes as an unconditional term thereof the giving by each claimant or plaintiff to the Indemnified Party and its officers, directors, stockholders and employees a general release from all liability with respect to such Third Party Claim, but the Indemnified Party does not consent to or enter into such judgment, compromise or settlement, the Indemnifying Party will not be obligated to indemnify the Indemnified Party to the extent that any Loss exceeds the amount that the Indemnified Party would have reasonably incurred had the Indemnified Party consented to or entered into such judgment, compromise or settlement. If the Indemnifying Party does not accept the defense of any matter as above provided within thirty (30) days after receipt of the notice from the Indemnified Party described above, then the Indemnified Party shall have the full right to defend against any such Third Party Claim at the sole cost and expense of the Indemnifying Party and shall be entitled to settle or agree to pay in full such Third Party Claim with the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed; provided, however, with respect to no claim for indemnification pursuant to Article X (or as a part of a group of related claims, or claims that, although unrelated, originate from a common set of facts) shall the Indemnified Party be eligible for indemnification from the Indemnifying Party for the attorneys’ fees and expenses of more than one legal counsel, plus local counsel, to the Indemnified PartyPerson).

PROCEDURES; NO WAIVER; EXCLUSIVITY. (a) The party seeking indemnification under Article X Section 10.02 (the “"Indemnified Party”") agrees to give prompt written notice to the party against whom indemnity is sought (the “"Indemnifying Party”") of the assertion of any claim, or the commencement of any suit, action or proceeding in respect of which indemnity may be sought under this Article Xsuch Section. Seller may, such notice specifying in reasonable detail at its option, assume the nature defense of the claim, suit, action or proceeding, Indemnified Party against any third party claim with respect to which the basis for Buyer Group is seeking indemnification hereunder under Section 10.02(a) above (including the employment of counsel and the approximate dollar amount payment of Loss for expenses). Buyer may, at its option, assume the defense of the Indemnified Party against any third party claim with respect to which the Seller Group is seeking indemnification is sought under Section 10.02(b) above (if then reasonably qualifiableincluding the employment of counsel and the payment of expenses); provided. Any Indemnified Party shall have the right to employ separate counsel in any such third party claim and to participate in the defense thereof, however, that but the failure to provide prompt notice as provided herein will relieve fees and expenses of such counsel shall not be an expense of the Indemnifying Party of its obligations hereunder only to the extent that such failure actually prejudices the Indemnifying Party hereunder. If such event involves any claim or the commencement of any action or proceeding by a third person unless (a “Third Party Claim”), i) the Indemnifying Party shall have the right failed, within thirty (30) days a reasonable time after receipt of notice from the Indemnified Party to assume the control of the defense, compromise or settlement of any such Third Party Claim, including, at its own expense, employment of counsel; provided, however, that if the Indemnifying Party shall have exercised its right to assume such control, the Indemnified Party (i) may, in its sole discretion, employ counsel to represent it (in addition to counsel employed by the Indemnifying Party, and at the Indemnified Party’s sole expense) in any such matter, and in such event counsel selected having been notified by the Indemnified Party shall be required of the existence of such third party claim, to cooperate reasonably with assume the Indemnifying Party’s counsel in defense of such defense, compromise third party claim or settlement, and (ii) will, at its own expense, make reasonably available to the Indemnifying Party those employees employment of the Indemnified Party or any Affiliate of the Indemnified Party whose assistance, testimony or presence is reasonably necessary to assist such counsel has been specifically authorized by the Indemnifying Party in evaluating and in defending any such Third Party Claim; provided further, however, that any such access shall be conducted in such a manner as not the case of all third party claims with respect to interfere unreasonably with which the operations of the business of the Indemnified Party and its AffiliatesBuyer Group is entitled to indemnification under Section 10.02(a) above. The Indemnifying Party shall not be liable under Section 10.02 for any settlement effected without its consent to the entry of judgment, compromise or settlement of any Third Party Claim, without the prior written (which consent of the Indemnified Party, such consent not to be unreasonably withheld, conditioned or delayed in any case where such judgment, compromise or settlement does not impose any obligation or require any admission of responsibility or liability on the part of the Indemnified Party (other than the payment of monies for which the Indemnified Party is indemnified hereunder) and includes as an unconditional term thereof the giving by each claimant or plaintiff to the Indemnified Party and its officers, directors, stockholders and employees of a general release from all liability with respect to such Third Party Claim. If the Indemnified Party shall in good faith determine that the conduct of the defense of any Third Party Claim subject to indemnification hereunder or any proposed consent to the entry of judgment, compromise or settlement of any such Third Party Claim by the Indemnifying Party would reasonably be expected to affect materially and adversely the ability of the Indemnified Party to conduct its business in a manner that may not be adequately compensated by the money damages, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such Third Party Claim or any litigation relating thereto, then the Indemnified Party shall have the right at all times and upon prior written notice to the Indemnifying Party to take over and assume control over the defense, settlement, negotiations or litigation relating to any such Third Party Claim. If the Indemnified Party shall so assume the exclusive right to defend, compromise or settle such claim, all attorneys’ fees and other expenses incurred by the Indemnified Party in the defense, compromise or settlement of such claim, to the extent related to the defense or counterclaim that is inconsistent with one or more of the defenses or counterclaims that may be available to the Indemnifying Party in respect of such Third Party Claim or any litigation relating thereto, shall be at the Indemnified Party’s expense and shall not be eligible for indemnification from the Indemnifying Party, but the Indemnified Party shall be entitled to be indemnified by the Indemnifying Party for the full amount of other Loss suffered by the Indemnified Party as a result of or arising out of the Third Party Claim including the attorneys’ fees and other expenses otherwise incurred by the Indemnified Party in the defense, compromise or settlement of such claim. If the Indemnified Party does so take over and assume control, (a) the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed and (b) should the Indemnified Party receive a binding written offer of settlement from the third party claimant to consent to or enter into a judgment, compromise or settlement of such Third Party Claim that does not impose any obligation or require any admission of responsibility or liability on the part of the Indemnified Party (other than the payment of monies for which the Indemnified Party is indemnified hereunder) and includes as an unconditional term thereof the giving by each claimant or plaintiff to the Indemnified Party and its officers, directors, stockholders and employees a general release from all liability with respect to such Third Party Claim, but the Indemnified Party does not consent to or enter into such judgment, compromise or settlement, the Indemnifying Party will not be obligated to indemnify the Indemnified Party to the extent that any Loss exceeds the amount that the Indemnified Party would have reasonably incurred had the Indemnified Party consented to or entered into such judgment, compromise or settlement. If the Indemnifying Party does not accept the defense of any matter as above provided within thirty (30) days after receipt of the notice from the Indemnified Party described above, then the Indemnified Party shall have the full right to defend against any such Third Party Claim at the sole cost and expense of the Indemnifying Party and shall be entitled to settle or agree to pay in full such Third Party Claim with the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed; provided) of any claim, however, with litigation or proceeding in respect to no claim for indemnification pursuant to Article X (or as a part of a group of related claims, or claims that, although unrelated, originate from a common set of facts) shall the Indemnified Party which indemnity may be eligible for indemnification from the Indemnifying Party for the attorneys’ fees and expenses of more than one legal counsel, plus local counsel, to the Indemnified Partysought hereunder.

PROCEDURES; NO WAIVER; EXCLUSIVITY. (a) All claims for indemnification by a party pursuant to this Article 9 in connection with an action, suit or proceeding shall be made in accordance with the provisions of this Section 9.6. The party seeking entitled to indemnification under this Article X 9 (the “"Indemnified Party”Person") agrees to shall give prompt written notice notification to the party against whom indemnity is sought Person obligated to provide such indemnification (the “"Indemnifying Party”Person") of the assertion of any claim, or the commencement of any suitaction, action suit or proceeding in respect of which indemnity may be sought under this Article X, such notice specifying in reasonable detail the nature of the claim, suit, action or proceeding, the basis for indemnification hereunder and the approximate dollar amount of Loss relating to a third party claim for which indemnification is sought (if then reasonably qualifiable)pursuant to this Article 9 may be sought; provided, however, that no delay on the failure to provide prompt notice as provided herein will part of the Indemnified Person in notifying the Indemnifying Person shall relieve the Indemnifying Party of its obligations hereunder only Person from any liability or obligation under this Article 9 except to the extent that such failure actually prejudices the Indemnifying Party hereunder. If such event involves any claim or the commencement of any action damage or proceeding liability caused solely by a third person (a “Third Party Claim”)or arising out of such delay. Within 20 days after delivery of such notification, the Indemnifying Party shall have the right within thirty (30) days after receipt of Person may, upon written notice from thereof to the Indemnified Party to Person, assume the control of the defense of such action, suit or proceeding with counsel reasonably satisfactory to the Indemnified Person, provided (i) the Indemnifying Person acknowledges in writing to the Indemnified Person that the Indemnifying Person shall indemnify the Indemnified Person with respect to all elements of such action, suit or proceeding and any damages, fines, costs or other liabilities that may be assessed against the Indemnified Person in connection with such action, suit or proceeding, and (ii) the third party seeks monetary damages only. If the Indemnifying Person does not so assume control of such defense, compromise or settlement of any the Indemnified Person shall control such Third Party Claim, including, defense. The party not controlling such defense may participate therein at its own expense, employment of counsel; provided, however, that if the Indemnifying Party shall Person assumes control of such defense and the Indemnified Person is advised by counsel in writing that the Indemnifying Person and the Indemnified Person may have exercised its right conflicting interests or different defenses available with respect to assume such controlaction, suit or proceeding, the Indemnified Party (i) may, in its sole discretion, employ reasonable fees and expenses of counsel to represent it (the Indemnified Person shall be considered "Losses" for purposes of this Agreement. The party controlling such defense shall keep the other party advised of the status of such action, suit or proceeding and the defense thereof and shall consider in addition to counsel employed good faith recommendations made by the Indemnifying Partyother party with respect thereto. An Indemnified Person shall not agree to any settlement of such action, and at suit or proceeding without the Indemnified Party’s sole expense) in any such matter, and in such event counsel selected by the Indemnified Party shall be required to cooperate reasonably with prior written consent of the Indemnifying Party’s counsel in such defensePerson, compromise which shall not be unreasonably withheld or settlement, and (ii) will, at its own expense, make reasonably available to the Indemnifying Party those employees of the Indemnified Party or any Affiliate of the Indemnified Party whose assistance, testimony or presence is reasonably necessary to assist the Indemnifying Party in evaluating and in defending any such Third Party Claim; provided further, however, that any such access shall be conducted in such a manner as not to interfere unreasonably with the operations of the business of the Indemnified Party and its Affiliatesdelayed. The Indemnifying Party Person shall not consent agree to any settlement or the entry of judgmenta judgment in any action, compromise suit or settlement of any Third Party Claim, proceeding without the prior written consent of the Indemnified PartyPerson, which shall not be unreasonably withheld (it being understood that it is reasonable to withhold such consent not to be unreasonably withheldif, conditioned among other things, the settlement or delayed in any case where such judgment, compromise or settlement does not impose any obligation or require any admission the entry of responsibility or liability on the part a judgment (A) lacks a complete release of the Indemnified Party (other than the payment of monies Person for which the Indemnified Party is indemnified hereunder) and includes as an unconditional term thereof the giving by each claimant or plaintiff to the Indemnified Party and its officers, directors, stockholders and employees of a general release from all liability with respect to such Third Party Claim. If thereto or (B) imposes any liability or obligation on the Indemnified Party shall in good faith determine that the conduct of the defense of any Third Party Claim subject to indemnification hereunder or any proposed consent to the entry of judgment, compromise or settlement of any such Third Party Claim by the Indemnifying Party would reasonably be expected to affect materially and adversely the ability of the Indemnified Party to conduct its business in a manner that may not be adequately compensated by the money damages, or that the Indemnified Party may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those that may be available to the Indemnifying Party in respect of such Third Party Claim or any litigation relating thereto, then the Indemnified Party shall have the right at all times and upon prior written notice to the Indemnifying Party to take over and assume control over the defense, settlement, negotiations or litigation relating to any such Third Party Claim. If the Indemnified Party shall so assume the exclusive right to defend, compromise or settle such claim, all attorneys’ fees and other expenses incurred by the Indemnified Party in the defense, compromise or settlement of such claim, to the extent related to the defense or counterclaim that is inconsistent with one or more of the defenses or counterclaims that may be available to the Indemnifying Party in respect of such Third Party Claim or any litigation relating thereto, shall be at the Indemnified Party’s expense and shall not be eligible for indemnification from the Indemnifying Party, but the Indemnified Party shall be entitled to be indemnified by the Indemnifying Party for the full amount of other Loss suffered by the Indemnified Party as a result of or arising out of the Third Party Claim including the attorneys’ fees and other expenses otherwise incurred by the Indemnified Party in the defense, compromise or settlement of such claim. If the Indemnified Party does so take over and assume control, (a) the Indemnified Party shall not settle such Third Party Claim without the written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed and (b) should the Indemnified Party receive a binding written offer of settlement from the third party claimant to consent to or enter into a judgment, compromise or settlement of such Third Party Claim that does not impose any obligation or require any admission of responsibility or liability on the part of the Indemnified Party (other than the payment of monies for which the Indemnified Party is indemnified hereunder) and includes as an unconditional term thereof the giving by each claimant or plaintiff to the Indemnified Party and its officers, directors, stockholders and employees a general release from all liability with respect to such Third Party Claim, but the Indemnified Party does not consent to or enter into such judgment, compromise or settlement, the Indemnifying Party will not be obligated to indemnify the Indemnified Party to the extent that any Loss exceeds the amount that the Indemnified Party would have reasonably incurred had the Indemnified Party consented to or entered into such judgment, compromise or settlement. If the Indemnifying Party does not accept the defense of any matter as above provided within thirty (30) days after receipt of the notice from the Indemnified Party described above, then the Indemnified Party shall have the full right to defend against any such Third Party Claim at the sole cost and expense of the Indemnifying Party and shall be entitled to settle or agree to pay in full such Third Party Claim with the prior written consent of the Indemnifying Party, such consent not to be unreasonably withheld or delayed; provided, however, with respect to no claim for indemnification pursuant to Article X (or as a part of a group of related claims, or claims that, although unrelated, originate from a common set of facts) shall the Indemnified Party be eligible for indemnification from the Indemnifying Party for the attorneys’ fees and expenses of more than one legal counsel, plus local counsel, to the Indemnified PartyPerson).