Common use of Right to Contest and Defend Clause in Contracts

Right to Contest and Defend. The indemnifying party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party under the provisions of this Agreement; provided, that notice of the intention to so contest shall be delivered by the indemnifying party to the indemnified party within 20 days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If the indemnifying party shall have assumed the defense of an Indemnity Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases the indemnified party completely in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damages.

Right to Contest and Defend. (a) The indemnifying party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party under the provisions of this Agreement; provided, however, that notice of the intention to so contest shall be delivered by the indemnifying party to the indemnified party within 20 days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 8.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If the indemnifying party shall have assumed the defense of an Indemnity Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases the indemnified party completely in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damages.

Right to Contest and Defend. The indemnifying party shall be entitled entitled, at its cost and expense expense, to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to for which it is called upon to indemnify the indemnified party under the provisions of this Agreement; provided, that notice of the intention to so contest shall be delivered by the indemnifying party to the indemnified party within 20 twenty (20) days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expenseexpense or injunctive relief. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claimClaim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If the indemnifying party shall have assumed assumes the defense of an Indemnity Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases the indemnified party completely in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified partyparty as determined by the indemnified party in its sole discretion. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damages.

Right to Contest and Defend. (a) The indemnifying party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party under the provisions of this Agreement; provided, however, that notice of the intention to so contest shall be delivered by the indemnifying party to the indemnified party within 20 days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 8.4(a) by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If the indemnifying party shall have assumed the defense of an Indemnity Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases the indemnified party completely in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damages.

Right to Contest and Defend. The indemnifying party Indemnifying Party shall be entitled contest and defend, at its sole cost and expense to contest and defend expense, by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party Indemnified Party under the provisions of this Agreement; provided, that notice of the intention to so contest shall be delivered by the indemnifying party Indemnifying Party to the indemnified party within 20 Indemnified Party as soon as reasonably possible after (but no later than twenty [20] days from from) the date of receipt by the indemnifying party Indemnifying Party of notice by the indemnified party Indemnified Party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party Indemnifying Party or the indemnified party Indemnified Party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified partyIndemnifying Party, but the indemnified party Indemnified Party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party Indemnifying Party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party Indemnifying Party will not have the authority to subject the indemnified party Indemnified Party to any obligation whatsoeverwhatsoever (whether financial or the imposition of equitable or injunctive relief), other than the performance of purely ministerial tasks or obligations not involving material expenseexpense (for which the Indemnified Party shall be reimbursed). If the indemnifying party Indemnifying Party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claimClaim, the indemnifying party Indemnifying Party shall be bound by the result obtained with respect thereto by the indemnified party. If the indemnifying party shall have assumed the defense of an Indemnity Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases the indemnified party completely in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damagesIndemnified Party.

Right to Contest and Defend. The indemnifying party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party under the provisions of this Agreement; provided, that notice of the intention so to so contest shall be delivered by the indemnifying party to the indemnified party within 20 days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claimClaim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If At any time after the indemnifying party shall have assumed commencement of the defense of an Indemnity any Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases request the indemnified party completely to agree in connection with writing to the abandonment of such Indemnity Claim and which would not otherwise adversely affect contest or to the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred payment or compromise by the indemnified party in defending of the asserted Claim, whereupon such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against action shall be taken unless the indemnified party which determines that the contest should be continued, and so notifies the indemnifying party in writing within 15 days of such request from the indemnifying party. If the indemnified party reasonably determines, after conferring with its outside counsel, cannot determines that the contest should be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damagescontinued, the indemnifying party shall be entitled liable hereunder only to assume the defense extent of the portion relating amount that the other party to money damagesthe contested Claim had agreed unconditionally to accept in payment or compromise as of the time the indemnifying party made its request therefor to the indemnified party.

Right to Contest and Defend. The indemnifying party Indemnifying Party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party Indemnified Party under the provisions of this Agreement; provided, that notice of the intention to so contest shall be delivered by the indemnifying party Indemnifying Party to the indemnified party Indemnified Party within 20 days from the date of receipt by the indemnifying party Indemnifying Party of notice by the indemnified party Indemnified Party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party Indemnifying Party or the indemnified party Indemnified Party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel (in the reasonable opinion of the Indemnifying Party) employed by the indemnifying party Indemnifying Party and not reasonably objected to by the indemnified partyIndemnified Party, but the indemnified party Indemnified Party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party Indemnifying Party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party Indemnifying Party will not have the authority to subject the indemnified party Indemnified Party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party Indemnifying Party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claimClaim, the indemnifying party Indemnifying Party shall be bound by the result obtained with respect thereto to such claim by the indemnified partyIndemnified Party. If the indemnifying party Indemnifying Party shall have assumed the defense of an Indemnity Claim, the indemnified party Indemnified Party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party Indemnifying Party may recommend and that by its terms obligates the indemnifying party Indemnifying Party to pay the full amount of the liability in connection with such Indemnity Claim, which fully and completely releases the indemnified party completely Indemnified Party in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified partyIndemnified Party. Notwithstanding the foregoing, the indemnifying party Indemnifying Party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party Indemnified Party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party Indemnified Party which the indemnified party Indemnified Party reasonably determines, after conferring with its upon the advice of outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages.

Right to Contest and Defend. The indemnifying party shall be entitled entitled, at its cost and expense expense, to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to for which it is called upon to indemnify the indemnified party under the provisions of this Agreement; provided, that notice of the intention to so contest shall be delivered by the indemnifying party to the indemnified party within 20 twenty (20) days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expenseexpense or injunctive relief. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claimClaim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If the indemnifying party shall have assumed assumes the defense of an Indemnity Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases the indemnified party completely in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified party as reasonably determined by the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damages.

Right to Contest and Defend. The indemnifying party shall be --------------------------- entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party under the provisions of this Agreement; provided, that notice of the intention to so contest shall be delivered by the indemnifying party to the indemnified party within 20 twenty (20) days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claimClaim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party, having used its reasonable best efforts in resolution. If At any time after the indemnifying party shall have assumed commencement of the defense of an Indemnity any Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases request the indemnified party completely to agree in connection with writing to the abandonment of such Indemnity Claim and which would not otherwise adversely affect contest or to the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred payment or compromise by the indemnified party in defending of the asserted Claim, whereupon such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against action shall be taken unless the indemnified party which determines that the contest should be continued, and so notifies the indemnifying party in writing within fifteen (15) days of such request from the indemnifying party. If the indemnified party reasonably determines, after conferring with its outside counsel, cannot determines that the contest should be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damagescontinued, the indemnifying party shall be entitled liable hereunder only to assume the defense extent of the portion relating amount that the other party to money damagesthe contested Claim had agreed unconditionally to accept in payment or compromise as of the time the indemnifying party made its request therefor to the indemnified party.

Right to Contest and Defend. The indemnifying party Indemnifying Party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party Indemnified Party under the provisions of this Agreement; provided, provided that notice of the intention to so contest shall be delivered by the indemnifying party Indemnifying Party to the indemnified party Indemnified Party within 20 days from the date of receipt by the indemnifying party Indemnifying Party of notice by the indemnified party Indemnified Party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party Indemnifying Party or the indemnified party Indemnified Party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel (in the reasonable opinion of the Indemnifying Party) employed by the indemnifying party Indemnifying Party and not reasonably objected to by the indemnified partyIndemnified Party, but the indemnified party Indemnified Party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party Indemnifying Party shall have full authority to determine all action to be taken with respect theretosuch proceedings; provided, however, that the indemnifying party Indemnifying Party will not have the authority to subject the indemnified party Indemnified Party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party Indemnifying Party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claimClaim, the indemnifying party Indemnifying Party shall be bound by the result obtained with respect thereto to such claim by the indemnified partyIndemnified Party. If the indemnifying party Indemnifying Party shall have assumed the defense of an Indemnity Claim, the indemnified party Indemnified Party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party Indemnifying Party may recommend and that by its terms obligates the indemnifying party Indemnifying Party to pay the full amount of the liability in connection with such Indemnity Claim, which fully and completely releases the indemnified party completely Indemnified Party in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified partyIndemnified Party. Notwithstanding the foregoing, the indemnifying party Indemnifying Party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party Indemnified Party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party Indemnified Party which the indemnified party Indemnified Party reasonably determines, after conferring with its upon the advice of outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages.

Right to Contest and Defend. (a) The indemnifying party shall be entitled entitled, at its cost and expense expense, to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party under the provisions of this Agreement; provided, however, that notice of the intention to so contest or defend shall be delivered by the indemnifying party to the indemnified party within 20 twenty (20) days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest or defense may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. Such contest or defense shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 8.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified party, but the indemnified party shall have the right (but not the obligation obligation) to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect theretoto legal proceedings relating to any Indemnity Claim for which it is called upon to indemnify the indemnified party under the provisions of this Agreement; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expenseexpense or injunctive relief. If the indemnifying party does not elect to contest or defend any such Indemnity Claim or elects to contest or defend such Indemnity Claim but fails diligently and promptly to prosecute or settle such claim, the indemnified party may pursue such defense and the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If the indemnifying party shall have assumed the defense of an Indemnity Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim thereof that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases the indemnified party completely in connection with such Indemnity Claim and which that would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damagessole discretion.

Right to Contest and Defend. The indemnifying party Indemnifying Party shall be entitled entitled, at its cost and expense expense, to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to for which it is called upon to indemnify the indemnified party Indemnified Party under the provisions of this Agreement; provided, that notice of the intention to so contest shall be delivered by the indemnifying party Indemnifying Party to the indemnified party Indemnified Party within 20 twenty (20) days from the date of receipt by the indemnifying party Indemnifying Party of notice by the indemnified party Indemnified Party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party Indemnifying Party or the indemnified party Indemnified Party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party Indemnifying Party and not reasonably objected to by the indemnified partyIndemnified Party, but the indemnified party Indemnified Party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party Indemnifying Party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party Indemnifying Party will not have the authority to subject the indemnified party Indemnified Party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expenseexpense or injunctive relief. If the indemnifying party Indemnifying Party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claimClaim, the indemnifying party Indemnifying Party shall be bound by the result obtained with respect thereto by the indemnified partyIndemnified Party. If the indemnifying party shall have assumed Indemnifying Party assumes the defense of an Indemnity Claim, the indemnified party Indemnifying Party shall agree to not enter into any settlement, compromise settlement or discharge of an Indemnity Claim that without the indemnifying party may recommend and that consent of the Indemnified Party (which consent shall not be unreasonably withheld) unless such settlement or discharge by its terms obligates the indemnifying party Indemnifying Party to pay the full amount of the liability in connection with such Indemnity Claim, which releases the indemnified party Indemnified Party completely in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified partyClaim. Notwithstanding the foregoing, the indemnifying party Indemnifying Party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party Indemnified Party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party Indemnified Party which the indemnified party Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If ; provided, that if such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages.

Right to Contest and Defend. The indemnifying party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party under the provisions of this Agreement; provided, that notice of the intention to so contest shall be delivered by the indemnifying party to the indemnified party within 20 days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claimClaim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party, having used its reasonable best efforts in resolution. If At any time after the indemnifying party shall have assumed commencement of the defense of an Indemnity any Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases request the indemnified party completely to agree in connection with writing to the abandonment of such Indemnity Claim and which would not otherwise adversely affect contest or to the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred payment or compromise by the indemnified party in defending of the asserted Claim, whereupon such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against action shall be taken unless the indemnified party which determines that the contest should be continued, and so notifies the indemnifying party in writing within 15 days of such request from the indemnifying party. If the indemnified party reasonably determines, after conferring with its outside counsel, cannot determines that the contest should be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damagescontinued, the indemnifying party shall be entitled liable hereunder only to assume the defense extent of the portion relating amount that the other party to money damagesthe contested Claim had agreed unconditionally to accept in payment or compromise as of the time the indemnifying party made its request therefor to the indemnified party.

Right to Contest and Defend. The indemnifying party Indemnifying Party shall be entitled contest and defend, at its sole cost and expense to contest and defend expense, by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party Indemnified Party under the provisions of this Agreement; provided, that notice of the intention to so contest shall be delivered by the indemnifying party Indemnifying Party to the indemnified party within Indemnified Party as soon as reasonably possible after (but no later than twenty 20 days from from) the date of receipt by the indemnifying party Indemnifying Party of notice by the indemnified party Indemnified Party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party Indemnifying Party or the indemnified party Indemnified Party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified partyIndemnifying Party, but the indemnified party Indemnified Party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party Indemnifying Party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party Indemnifying Party will not have the authority to subject the indemnified party Indemnified Party to any obligation whatsoeverwhatsoever (whether financial or the imposition of equitable or injunctive relief), other than the performance of purely ministerial tasks or obligations not involving material expenseexpense (for which the Indemnified Party shall be reimbursed). If the indemnifying party Indemnifying Party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claimClaim, the indemnifying party Indemnifying Party shall be bound by the result obtained with respect thereto by the indemnified party. If the indemnifying party shall have assumed the defense of an Indemnity Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases the indemnified party completely in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damagesIndemnified Party.

Right to Contest and Defend. The indemnifying party shall be entitled entitled, at its cost and expense expense, to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to for which it is called upon to indemnify the indemnified party under the provisions of this Agreement; provided, that notice of the intention to so contest shall be delivered by the indemnifying party to the indemnified party within 20 days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expenseexpense or injunctive relief. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claimClaim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If the indemnifying party shall have assumed assumes the defense of an Indemnity Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases the indemnified party completely in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified partyparty as determined by the indemnified party in its sole discretion. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damages.

Right to Contest and Defend. (a) The indemnifying party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party under the provisions of this Agreement; provided, however, that notice of the intention to so contest shall be delivered by the indemnifying party to the indemnified party within 20 twenty (20) days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 8.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If the indemnifying party shall have assumed the defense of an Indemnity Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases the indemnified party completely in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damages.

Right to Contest and Defend. The indemnifying party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party under the provisions of this Agreement; provided, that notice of the intention to so contest shall be delivered by the indemnifying party to the indemnified party within 20 days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 10.04 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claim, the indemnified party shall assume the defense of the Indemnity Claim and the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If the indemnifying party shall have assumed the defense of an Indemnity Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms (a) obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which (b) releases the indemnified party completely in connection with such Indemnity Claim and which (c) would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damages.

Right to Contest and Defend. The indemnifying party Indemnifying Party shall be entitled given the opportunity, at its cost and expense expense, to contest and defend by all appropriate legal proceedings any Indemnity Claim Third Party Action with respect to which it is called upon to indemnify the indemnified party Indemnified Party under the provisions of this Agreement; provided, however, that notice of the intention to so contest and defend shall be delivered by the indemnifying party Indemnifying Party to the indemnified party Indemnified Party within 20 thirty (30) days from the date of following receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claimnotice provided for in Section 8.3(a) above. Any such Third Party Action which the Indemnifying Party elects to contest and defend may be conducted in the name and on behalf of the indemnifying party Indemnifying Party or the indemnified party Indemnified Party as may be appropriate. Such contest Third Party Action shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified partyIndemnifying Party, but the indemnified party Indemnified Party shall have the right but not the obligation to participate in such proceedings Third Party Action and to be represented by counsel of its own choosing at its sole cost and expense; provided that, if the defendant(s) in any Third Party Action include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are inconsistent with those defenses available to the Indemnifying Party, or (ii) there is a conflict of interest that would prevent counsel for the Indemnifying Party from also representing the Indemnified Party (clauses (i) and (ii) collectively, “Differences or Conflicts”), then the Indemnified Party shall have the right to engage separate counsel at the cost and expense of the Indemnifying Party. The indemnifying party If the Indemnified Party joins in any such Third Party Action, the Indemnifying Party shall have full authority authority, absent any Differences or Conflicts, to determine all action to be taken with respect thereto. At any time after the commencement of defense of any Third Party Action, the Indemnifying Party may request the Indemnified Party to agree in writing to the abandonment of such contest or to the payment, compromise or settlement by the Indemnifying Party of the asserted Third Party Action, which consent, absent any Differences or Conflicts, shall not be unreasonably withheld; provided, however, that the indemnifying party will Indemnified Party shall not have be required to consent to the authority abandonment of such contest or to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If the indemnifying party shall have assumed the defense of an Indemnity Claim, the indemnified party shall agree to any settlementpayment, compromise or discharge settlement of an Indemnity Claim that such asserted Third Party Action if the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases the indemnified party completely in connection with such Indemnity Claim and which result would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense be: (A) a finding or admission of any Indemnity Claim (and shall be liable for the reasonable fees and expenses violation of counsel incurred Laws by the indemnified party in defending such Indemnity ClaimIndemnified Party (or any Affiliate thereof), (B) if an adverse effect on any other Third Party Actions or claims of a similar nature that may be made against the Indemnity Claim seeks an orderIndemnified Party (or any Affiliate thereof), injunction or other equitable relief or relief for (C) any remedy other than money monetary damages against which will be paid in full by the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damagesIndemnifying Party.

Right to Contest and Defend. The indemnifying party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party under the provisions of this Agreement; provided, that notice of the intention so to so contest shall be delivered by the indemnifying party to the indemnified party within as soon as reasonable possible after (but no later than 20 days from from) the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claimClaim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If At any time after the indemnifying party shall have assumed commencement of the defense of an Indemnity any Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases request the indemnified party completely to agree in connection with writing to the abandonment of such Indemnity Claim and which would not otherwise adversely affect contest or to the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred payment or compromise by the indemnified party in defending of the asserted Claim, whereupon such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against action shall be taken unless the indemnified party which determines that the contest should be continued, and so notifies the indemnifying party in writing within 15 days of such request from the indemnifying party. If the indemnified party reasonably determines, after conferring with its outside counsel, cannot determines that the contest should be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damagescontinued, the indemnifying party shall be entitled liable hereunder only to assume the defense extent of the portion relating amount that the other party to money damagesthe contested Claim had agreed unconditionally to accept in payment or compromise as of the time the indemnifying party made its request therefor to the indemnified party.

Right to Contest and Defend. The indemnifying party Indemnifying Party shall be entitled given the opportunity, at its cost and expense expense, to contest and defend by all appropriate legal proceedings Proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party Indemnified Party under the provisions of this Agreement; provided, however, that notice of the intention so to so contest and defend shall be delivered by the indemnifying party Indemnifying Party to the indemnified party Indemnified Party within 20 thirty (30) days from following receipt of the date notice provided for in Section 9.5 above. If the Indemnifying Party does not give notice to the Indemnified Party of receipt its election to contest and defend any such Claim within such period, then the Indemnifying Party shall be bound by the indemnifying party of notice result obtained with respect thereto by the indemnified party of Indemnified Party and shall be responsible for all costs incurred in connection therewith. The Proceedings with respect to any such Claim that the assertion of the Indemnity Claim. Any such Indemnifying Party elects to contest and defend may be conducted in the name and on behalf of the indemnifying party Indemnifying Party or the indemnified party Indemnified Party as may be appropriate. Such contest Proceedings shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified partyIndemnifying Party, but the indemnified party Indemnified Party shall have the right but not the obligation to participate in such proceedings Proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party If the Indemnified Party joins in any such Proceedings, the Indemnifying Party shall have full authority over all action to be taken with respect thereto; provided that if the Indemnifying Party reserves its rights with respect to its indemnification obligations under this Agreement as to such Proceedings, then the Indemnified Party shall have the full authority to determine all action to be taken with respect thereto; provided, however, that . At any time after the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance commencement of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If the indemnifying party shall have assumed the defense of an Indemnity any Claim, the indemnified party Indemnifying Party may request the Indemnified Party to agree in writing to the abandonment of such contest or to the payment or compromise by the Indemnifying Party of the asserted Claim, provided the Indemnifying Party agrees in writing to be solely liable for all losses relating to such Claim; whereupon such Claim shall agree to any settlement, compromise be abandoned or discharge of an Indemnity Claim settled unless the Indemnified Party determines that the indemnifying party may recommend contest should be continued and notifies the Indemnifying Party in writing within fifteen (15) days of such request from the Indemnifying Party. In the event that by its terms obligates the indemnifying party Indemnified Party determines that the contest should be continued, the amount for which the Indemnifying Party would otherwise be liable hereunder shall not exceed the amount which the Indemnifying Party had agreed to pay in payment or consideration of such Claim, provided the full other Party to the contested Claim had agreed in writing to accept such amount in payment or compromise of the liability in connection with such Indemnity Claim, which releases the indemnified party completely in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion as of the Indemnity Claim can be so separated from that for money damages, time the indemnifying party shall be entitled Indemnifying Party made its request therefor to assume the defense of the portion relating to money damagesIndemnified Party.

Right to Contest and Defend. The indemnifying party Indemnifying Party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party Indemnified Party under the provisions of Article X of this Agreement; provided, provided that notice of the intention to so contest shall be delivered by the indemnifying party Indemnifying Party to the indemnified party Indemnified Party within 20 days from the date of receipt by the indemnifying party Indemnifying Party of notice by the indemnified party Indemnified Party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party Indemnifying Party or the indemnified party Indemnified Party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel (in the reasonable opinion of the Indemnifying Party) employed by the indemnifying party Indemnifying Party and not reasonably objected to by the indemnified partyIndemnified Party, but the indemnified party Indemnified Party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party Indemnifying Party shall have full authority to determine all action to be taken with respect theretosuch proceedings; provided, however, that the indemnifying party Indemnifying Party will not have the authority to subject the indemnified party Indemnified Party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party Indemnifying Party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claimClaim, the indemnifying party Indemnifying Party shall be bound by the result obtained with respect thereto to such claim by the indemnified partyIndemnified Party. If the indemnifying party Indemnifying Party shall have assumed the defense of an Indemnity Claim, the indemnified party Indemnified Party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party Indemnifying Party may recommend and that by its terms obligates the indemnifying party Indemnifying Party to pay the full amount of the liability in connection with such Indemnity Claim, which fully and completely releases the indemnified party completely Indemnified Party in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified partyIndemnified Party. Notwithstanding the foregoing, the indemnifying party Indemnifying Party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party Indemnified Party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party Indemnified Party which the indemnified party Indemnified Party reasonably determines, after conferring with its upon the advice of outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages.

Right to Contest and Defend. The indemnifying party Indemnifying Party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party Indemnified Party under the provisions of this Agreement; provided, provided that notice of the intention to so contest shall be delivered by the indemnifying party Indemnifying Party to the indemnified party Indemnified Party within 20 days from the date of receipt by the indemnifying party Indemnifying Party of notice by the indemnified party Indemnified Party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party Indemnifying Party or the indemnified party Indemnified Party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel (in the reasonable opinion of the Indemnifying Party) employed by the indemnifying party Indemnifying Party and not reasonably objected to by the indemnified partyIndemnified Party, but the indemnified party Indemnified Party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party Indemnifying Party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party Indemnifying Party will not have the authority to subject the indemnified party Indemnified Party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party Indemnifying Party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claimClaim, the indemnifying party Indemnifying Party shall be bound by the result obtained with respect thereto to such claim by the indemnified partyIndemnified Party. If the indemnifying party Indemnifying Party shall have assumed the defense of an Indemnity Claim, the indemnified party Indemnified Party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party Indemnifying Party may recommend and that by its terms obligates the indemnifying party Indemnifying Party to pay the full amount of the liability in connection with such Indemnity Claim, which fully and completely releases the indemnified party completely Indemnified Party in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified partyIndemnified Party. Notwithstanding the foregoing, the indemnifying party Indemnifying Party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party Indemnified Party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party Indemnified Party which the indemnified party Indemnified Party reasonably determines, after conferring with its upon the advice of outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages.

Right to Contest and Defend. (d) The indemnifying party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party under the provisions of this Agreement; provided, however, that notice of the intention to so contest shall be delivered by the indemnifying party to the indemnified party within 20 days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 8.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If the indemnifying party shall have assumed the defense of an Indemnity Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases the indemnified party completely in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damages.

Right to Contest and Defend. The indemnifying party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party under the provisions of this Agreement; provided, that notice of the intention so to so contest shall be delivered by the indemnifying party to the indemnified party within 20 business days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. Such contest shall be conducted by counsel selected and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected acceptable to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The Provided that the indemnifying party acknowledges in writing that it is unconditionally obligated to provide such indemnification, the indemnifying party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claimClaim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If At any time after the indemnifying party shall have assumed commencement of the defense of an Indemnity any Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that request the indemnified party to agree in writing to the abandonment of such contest or to the payment or compromise by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity asserted Claim, which releases whereupon such action shall be taken unless the indemnified party completely in connection with such Indemnity Claim determines that the contest should be continued, and which would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, so notifies the indemnifying party shall not be entitled to assume in writing within 20 business days of such request from the defense indemnifying party. If such abandonment or compromise contemplates (i) the unconditional release of any Indemnity Claim the indemnified party from all further Claims arising out of the subject matter thereof, (and shall be liable for the reasonable fees and expenses ii) no admission of counsel incurred culpability by the indemnified party in defending such Indemnity Claimand (iii) if no restrictions on the Indemnity Claim seeks an orderfuture operations of the indemnified party, injunction or other equitable relief or relief for other than money damages against and the indemnified party which nevertheless determines that the indemnified party reasonably determines, after conferring with its outside counsel, cannot contest should be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damagescontinued, the indemnifying party shall be entitled liable hereunder only to assume the defense extent of the portion relating amount that the other party to money damagesthe contested Claim had agreed unconditionally to accept in payment or compromise as of the time the indemnifying party made its request therefor to the indemnified party.

Right to Contest and Defend. The indemnifying party Indemnifying Party shall be entitled entitled, at its cost and expense expense, to contest and defend defend, by all appropriate legal proceedings proceedings, any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party Indemnified Party under the provisions of this Agreement; provided, that notice Notice of the intention to so contest shall be delivered by the indemnifying party Indemnifying Party to the indemnified party Indemnified Party within 20 60 days from the date of receipt by the indemnifying party Indemnifying Party of notice Notice by the indemnified party Indemnified Party of the assertion of the Indemnity ClaimDemand. Any such contest may be conducted in the name and on behalf of the indemnifying party Indemnifying Party or the indemnified party Indemnified Party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party Indemnifying Party and not reasonably objected to by the indemnified partyIndemnified Party, but the indemnified party Indemnified Party shall have the right right, but not the obligation obligation, to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party Indemnifying Party shall have full authority to determine all action actions to be taken with respect theretoto such Claim; provided, however, that the indemnifying party Indemnifying Party will not have the authority to subject the indemnified party Indemnified Party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party Indemnifying Party does not elect to contest and defend any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claimClaim, the indemnifying party Indemnifying Party shall be bound by the result obtained with respect thereto by the indemnified partyIndemnified Party. If the indemnifying party Indemnifying Party shall have assumed the defense of an Indemnity such Claim, the indemnified party Indemnified Party shall agree to any settlement, compromise compromise, or discharge of an Indemnity a Claim that the indemnifying party Indemnifying Party may recommend and that that, by its terms terms, obligates the indemnifying party Indemnifying Party to pay the full amount of the liability in connection with such Indemnity Claim, which releases the indemnified party Indemnified Party completely in connection with such Indemnity Claim and which would not otherwise materially adversely affect the indemnified partyIndemnified Party. An Indemnified Party shall not otherwise agree to any settlement, compromise, or discharge of a Claim during the 60-day period specified above, nor so long as the Indemnifying Party is diligently pursuing the defense of such Claim. Notwithstanding the foregoing, the indemnifying party Indemnifying Party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party Indemnified Party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction injunction, or other equitable relief or relief for other than money damages against the indemnified party Indemnified Party which the indemnified party Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim Claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages.

Right to Contest and Defend. The indemnifying party Indemnifying Party shall be entitled entitled, at its cost and expense expense, to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to for which it is called upon to indemnify the indemnified party Indemnified Party under the provisions of this Agreement; provided, that notice of the intention to so contest shall be delivered by the indemnifying party Indemnifying Party to the indemnified party Indemnified Party within 20 days from the date of receipt by the indemnifying party Indemnifying Party of notice by the indemnified party Indemnified Party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party Indemnifying Party or the indemnified party Indemnified Party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party Indemnifying Party and not reasonably objected to by the indemnified partyIndemnified Party, but the indemnified party Indemnified Party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party Indemnifying Party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party Indemnifying Party will not have the authority to subject the indemnified party Indemnified Party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expenseexpense or injunctive relief. If the indemnifying party Indemnifying Party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claimClaim, the indemnifying party Indemnifying Party shall be bound by the result obtained with respect thereto by the indemnified partyIndemnified Party. If the indemnifying party shall have assumed Indemnifying Party assumes the defense of an Indemnity Claim, the indemnified party Indemnifying Party shall agree to not enter into any settlement, compromise settlement or discharge of an Indemnity Claim that without the indemnifying party may recommend and that consent of the Indemnified Party (which consent shall not be unreasonably withheld) unless such settlement or discharge by its terms obligates the indemnifying party Indemnifying Party to pay the full amount of the liability in connection with such Indemnity Claim, which releases the indemnified party Indemnified Party completely in connection with such Indemnity Claim and which would does not otherwise adversely affect the indemnified partyIndemnified Party as determined by the Indemnified Party in its sole discretion. Notwithstanding the foregoing, the indemnifying party Indemnifying Party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party Indemnified Party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party Indemnified Party which the indemnified party Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If ; provided, that if such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages.

Right to Contest and Defend. The indemnifying party Indemnifying Party shall be entitled entitled, at its cost and expense expense, to contest and defend defend, by all appropriate legal proceedings proceedings, any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party Indemnified Party under the provisions of this Agreement; providedprovided that, that notice of the intention to so contest shall be delivered by the indemnifying party Indemnifying Party to the indemnified party Indemnified Party within 20 days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion Indemnifying Party of the Indemnity ClaimDemand. Any such contest may be conducted in the name and on behalf of the indemnifying party Indemnifying Party or the indemnified party Indemnified Party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party Indemnifying Party and not reasonably objected to by the indemnified partyIndemnified Party, but the indemnified party Indemnified Party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party Indemnifying Party shall have full authority to determine all action actions to be taken with respect theretoto such Claim; provided, however, that the indemnifying party Indemnifying Party will not have the authority to subject the indemnified party Indemnified Party to any obligation whatsoeverobligation, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party Indemnifying Party does not elect to contest and defend any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claimClaim, the indemnifying party Indemnifying Party shall be bound by the result obtained with respect thereto by the indemnified partyIndemnified Party. If the indemnifying party Indemnifying Party shall have assumed the defense of an Indemnity such Claim, the indemnified party Indemnified Party shall agree to any settlement, compromise or discharge of an Indemnity a Claim that the indemnifying party Indemnifying Party may recommend and that by its terms obligates the indemnifying party Indemnifying Party to pay the full amount of the liability in connection with such Indemnity Claim, which releases the indemnified party Indemnified Party completely in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified partyIndemnified Party. Notwithstanding the foregoing, the indemnifying party Indemnifying Party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party Indemnified Party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party Indemnified Party which the indemnified party Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim Claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages.

Right to Contest and Defend. (a) The indemnifying party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party under the provisions of this Agreement; provided, however, that notice of the intention to so contest shall be delivered by the indemnifying party to the indemnified party within 20 days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 8.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If the indemnifying party shall have assumed the defense of an Indemnity Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection -28- with such Indemnity Claim, which releases the indemnified party completely in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damages.

Right to Contest and Defend. The indemnifying party Indemnifying Party shall be entitled given the opportunity, at its cost and expense expense, to contest and defend by all appropriate legal proceedings any Indemnity Claim Third Party Action with respect to which it is called upon to indemnify the indemnified party Indemnified Party under the provisions of this Purchase Agreement; provided, however, that notice of the intention to so contest and defend shall be delivered by the indemnifying party Indemnifying Party to the indemnified party Indemnified Party within 20 thirty (30) days from the date of following receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claimnotice provided for in Section 10.4(a) above. Any such Third Party Action which the Indemnifying Party elects to contest and defend may be conducted in the name and on behalf of the indemnifying party Indemnifying Party or the indemnified party Indemnified Party as may be appropriate. Such contest Third Party Action shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified partyIndemnifying Party, but the indemnified party Indemnified Party shall have the right but not the obligation to participate in such proceedings Third Party Action and to be represented by counsel of its own choosing at its sole cost and expense; provided that, if the defendant(s) in any Third Party Action include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, inconsistent with or in addition to those defenses available to the Indemnifying Party, or (ii) if there is a conflict of interest that would prevent counsel for the Indemnifying Party from also representing the Indemnified Party (clauses (i) and (ii) collectively, “Differences or Conflicts”), then the Indemnified Party shall have the right to engage separate counsel at the cost and expense of the Indemnifying Party. The indemnifying party If the Indemnified Party joins in any such Third Party Action, the Indemnifying Party shall have full authority authority, absent any Differences or Conflicts, to determine all action to be taken with respect thereto; provided, however, that . At any time after the indemnifying party will not have the authority to subject the indemnified party to commencement of defense of any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claimThird Party Action, the indemnifying party shall be bound Indemnifying Party may request the Indemnified Party to agree in writing to the abandonment of such contest or to the payment or compromise by the result obtained with respect thereto by the indemnified party. If the indemnifying party shall have assumed the defense of an Indemnity Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount Indemnifying Party of the liability in connection with such Indemnity Claimasserted Third Party Action, which releases the indemnified party completely in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified party. Notwithstanding the foregoingconsent, the indemnifying party absent any Differences or Conflicts, shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damagesunreasonably withheld.

Right to Contest and Defend. The indemnifying party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings Actions any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party under the provisions of this AgreementPerson; providedPROVIDED, that notice of the intention to so contest shall be delivered by if the indemnifying party shall decide not to contest and defend such Action it shall deliver notice of its intention to not so contest to the indemnified party Person within 20 days from after the date of receipt by the indemnifying party of notice by the indemnified party Person of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party Person as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified party, but the The indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect thereto; providedPROVIDED, howeverHOWEVER, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claimClaim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified Person. At any time after the commencement of the defense of any Claim, the indemnifying party may request the indemnified Person to agree in writing to the abandonment of such contest or to the payment or compromise by the indemnified party of the asserted Claim, whereupon such action shall be taken unless the indemnified Person determines that the contest should be continued, and so notifies the indemnifying party in writing within 15 days of such request from the indemnifying party. If the indemnifying party shall have assumed the defense of an Indemnity Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim Person determines that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases the indemnified party completely in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not contest should be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damagescontinued, the indemnifying party shall be entitled liable hereunder only to assume the defense extent of the portion relating amount that the other Person to money damagesthe contested Claim had agreed unconditionally to accept in payment or compromise as of the time the indemnifying party made its request therefor to the indemnified Person.

Right to Contest and Defend. The indemnifying party Indemnifying Party shall be entitled given the opportunity, at its cost and expense expense, to contest and defend by all appropriate legal proceedings any Indemnity Claim Third Party Action with respect to which it is called upon to indemnify the indemnified party Indemnified Party under the provisions of this Purchase Agreement; provided, however, that notice of the intention to so contest and defend shall be delivered by the indemnifying party Indemnifying Party to the indemnified party Indemnified Party within 20 thirty (30) days from the date of following receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claimnotice provided for in Section 11.3(a) above. Any such Third Party Action which the Indemnifying Party elects to contest and defend may be conducted in the name and on behalf of the indemnifying party Indemnifying Party or the indemnified party Indemnified Party as may be appropriate. Such contest Third Party Action shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified partyIndemnifying Party, but the indemnified party Indemnified Party shall have the right but not the obligation to participate in such proceedings Third Party Action and to be represented by counsel of its own choosing at its sole cost and expense; provided that, if the defendant(s) in any Third Party Action include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are inconsistent with those defenses available to the Indemnifying Party, or (ii) there is a conflict of interest that would prevent counsel for the Indemnifying Party from also representing the Indemnified Party (clauses (i) and (ii) collectively, “Differences or Conflicts”), then the Indemnified Party shall have the right to engage separate counsel at the cost and expense of the Indemnifying Party. The indemnifying party If the Indemnified Party joins in any such Third Party Action, the Indemnifying Party shall have full authority authority, absent any Differences or Conflicts, to determine all action to be taken with respect thereto. At any time after the commencement of defense of any Third Party Action, the Indemnifying Party may request the Indemnified Party to agree in writing to the abandonment of such contest or to the payment, compromise or settlement by the Indemnifying Party of the asserted Third Party Action, which consent, absent any Differences or Conflicts, shall not be unreasonably withheld; provided, however, that the indemnifying party will Indemnified Party shall not have be required to consent to the authority abandonment of such contest or to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If the indemnifying party shall have assumed the defense of an Indemnity Claim, the indemnified party shall agree to any settlementpayment, compromise or discharge settlement of an Indemnity Claim that such asserted Third Party Action if the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases the indemnified party completely in connection with such Indemnity Claim and which result would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense be: (A) a finding or admission of any Indemnity Claim (and shall be liable for the reasonable fees and expenses violation of counsel incurred law by the indemnified party in defending such Indemnity ClaimIndemnified Party (or any Affiliate thereof), (B) if an adverse effect on any other Third Party Actions or claims of a similar nature that may be made against the Indemnity Claim seeks an orderIndemnified Party (or any Affiliate thereof), injunction or other equitable relief or relief for (C) any remedy other than money monetary damages against which will be paid in full by the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damagesIndemnifying Party.

Right to Contest and Defend. The indemnifying party shall be Indemnitor is entitled at its --------------------------- cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Third Party Claim with respect to which it is called upon to indemnify the indemnified party an Indemnitee under the provisions of this Agreement; provided, that notice of the intention to so contest shall be delivered by the indemnifying party Indemnitor to the indemnified party Indemnitee within 20 calendar days from the date of receipt by the indemnifying party Indemnitor of notice by the indemnified party Indemnitee of the assertion of the Indemnity Third Party Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party Indemnitor or the indemnified party Indemnitee as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified partyIndemnitor, but the indemnified party Indemnitee shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party If the Indemnitee joins in any such contest, the Indemnitor shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party Indemnitor will not have the authority to subject the indemnified party Indemnitee to any obligation whatsoever, other than the performance of purely ministerial tasks (e.g., the execution of settlement agreements and other documentation) or obligations not involving material expense. If the indemnifying party Indemnitor does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claim, the indemnifying party any Indemnitor shall be bound by the result obtained with respect thereto by the indemnified partyIndemnitee. If At any time after the indemnifying party shall have assumed the defense commencement of an Indemnity Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases the indemnified party completely in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (Third Party Claim, the Indemnitor may request the Indemnitee to agree in writing to the abandonment of such contest or to the payment or compromise by the Indemnitor of the asserted Third Party Claim, whereupon such action shall be taken unless the Indemnitee determines that the contest should be continued, and so notifies the Indemnitor in writing within 15 days of such request from the Indemnitor. If the Indemnitee determines that the contest should be continued, the Indemnitor shall be liable for hereunder only to the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion extent of the Indemnity amount that the other party to the contested Third Party Claim can be so separated from that for money damages, the indemnifying party shall be entitled had agreed unconditionally to assume the defense accept in payment or compromise as of the portion relating time the Indemnitor made its request therefor to money damagesthe Indemnitee.

Right to Contest and Defend. The indemnifying party shall be entitled entitled, at its cost and expense expense, to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to for which it is called upon to indemnify the indemnified party under the provisions of this Agreement; provided, that notice of the intention to so contest shall be delivered by the indemnifying party to the indemnified party within 20 twenty (20) days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expenseexpense or injunctive relief. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claimClaim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If the indemnifying party shall have assumed assumes the defense of an Indemnity Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases the indemnified party completely in connection 38 with such Indemnity Claim and which would not otherwise adversely affect the indemnified party as reasonably determined by the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damages.

Right to Contest and Defend. The indemnifying party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party under the provisions of this Agreement; provided, that notice of the intention to so contest shall be delivered by the indemnifying party to the indemnified party within 20 days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claimClaim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If At any time after the indemnifying party shall have assumed the defense commencement of an Indemnity Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases the indemnified party completely in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for Claim, the reasonable fees and expenses indemnifying party may request the indemnified party to agree in writing to the abandonment of counsel incurred such contest or to the payment or compromise by the indemnified party in defending such of the asserted Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against whereupon such action shall be taken unless the indemnified party which determines that the contest should be continued, and so notifies the indemnifying party in writing within 15 days of such request from the indemnifying party. If the indemnified party reasonably determines, after conferring with its outside counsel, cannot determines that the contest should be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damagescontinued, the indemnifying party shall be entitled liable hereunder only to assume the defense extent of the portion relating amount that the other party to money damagesthe contested Indemnity Claim had agreed unconditionally to accept in payment or compromise as of the time the indemnifying party made its request therefore to the indemnified party.

Right to Contest and Defend. The indemnifying party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party under the provisions of this Agreement; provided, that notice of the intention so to so contest shall be delivered by the indemnifying party to the indemnified party within 20 days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense, and in no event shall any party be required to admit to professional negligence. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claimClaim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If At any time after the indemnifying party shall have assumed commencement of the defense of an Indemnity any Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases request the indemnified party completely to agree in connection with writing to the abandonment of such Indemnity Claim and which would not otherwise adversely affect contest or to the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred payment or compromise by the indemnified party in defending of the asserted Claim, whereupon such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against action shall be taken unless the indemnified party which determines that the contest should be continued, and so notifies the indemnifying party in writing within 15 days of such request from the indemnifying party. If the indemnified party reasonably determines, after conferring with its outside counsel, cannot determines that the contest should be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damagescontinued, the indemnifying party shall be entitled liable hereunder only to assume the defense extent of the portion relating amount that the other party to money damagesthe contested Claim had agreed unconditionally to accept in payment or compromise as of the time the indemnifying party made its request therefor to the indemnified party.

Right to Contest and Defend. The indemnifying party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party under the provisions of this Agreement; provided, that notice of the intention so to so contest shall be delivered by the indemnifying party to the indemnified party within 20 days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claimClaim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If At any time after the indemnifying party shall have assumed commencement of the defense of an Indemnity any Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases request the indemnified party completely to agree in connection with writing to the abandonment of such Indemnity Claim and which would not otherwise adversely affect contest or to the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred payment or compromise by the indemnified party in defending of the asserted Claim, whereupon such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against action shall be taken unless the indemnified party which determines that the contest should be continued, and so notifies the indemnifying party in writing within ten (10) days of such request from the indemnifying party. If the indemnified party reasonably determines, after conferring with its outside counsel, cannot determines that the contest should be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damagescontinued, the indemnifying party shall be entitled liable hereunder only to assume the defense extent of the portion relating amount that the other party to money damagesthe contested Claim had agreed unconditionally to accept in payment or compromise as of the time the indemnifying party made its request therefor to the indemnified party.

Right to Contest and Defend. The indemnifying party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party under the provisions of this Agreement; provided, that notice of the intention so to so contest shall be delivered by the indemnifying party to the indemnified party within 20 days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. Such contest shall be conducted by counsel selected and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected acceptable to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The Provided that the indemnifying party acknowledges in writing that it is unconditionally obligated to provide such indemnification, the indemnifying party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claimClaim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If At any time after the indemnifying party shall have assumed commencement of the defense of an Indemnity any Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that request the indemnified party to agree in writing to the abandonment of such contest or to the payment or compromise by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity asserted Claim, which releases whereupon such action shall be taken unless the indemnified party completely in connection with such Indemnity Claim determines that the contest should be continued, and which would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, so notifies the indemnifying party shall not be entitled to assume in writing within 15 days of such request from the defense indemnifying party. If such abandonment or compromise contemplates (i) the unconditional release of any Indemnity Claim the indemnified party from all further Claims arising out of the subject matter thereof, (and shall be liable for the reasonable fees and expenses ii) no admission of counsel incurred culpability by the indemnified party in defending such Indemnity Claimand (iii) if no restrictions on the Indemnity Claim seeks an orderfuture operations of the indemnified party, injunction or other equitable relief or relief for other than money damages against and the indemnified party which nevertheless determines that the indemnified party reasonably determines, after conferring with its outside counsel, cannot contest should be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damagescontinued, the indemnifying party shall be entitled liable hereunder only to assume the defense extent of the portion relating amount that the other party to money damagesthe contested Claim had agreed unconditionally to accept in payment or compromise as of the time the indemnifying party made its request therefor to the indemnified party.

Right to Contest and Defend. The indemnifying party Indemnitor shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings participate in the defense of any Indemnity Third Party Claim with respect to for which it has received notice from the Indemnitee under Section 10.6 and, subject to the limitations set forth in this Section 10.7, shall be entitled to control and appoint lead counsel (reasonably satisfactory to the Indemnitee) for such defense; provided that the Indemnitor shall be entitled to control and appoint lead counsel only if (i) the claim involves (and continues to involve) solely monetary damages, (ii) the Indemnitor expressly agrees in writing to the Indemnitee that, as between the two, the Indemnitor is called upon solely obligated to indemnify satisfy and discharge the indemnified party under claim and (iii) the provisions Indemnitor makes reasonably adequate provision to satisfy the Indemnitee of this Agreementthe Indemnitor's ability to satisfy and discharge the claim (the foregoing collectively, the "Litigation Conditions"); provided, however, that the Indemnitor shall forfeit the right to control the defense or settlement of any such claim if, at any time after assuming the defense or settlement thereof, the Indemnitor no longer satisfies the Litigation Conditions; provided, further, that notice of the intention to so contest control the defense or settlement shall be delivered by the indemnifying party Indemnitor to the indemnified party Indemnitee within 20 twenty (20) days (or sooner, if the nature of the Third Party claim so requires) from the date of receipt by the indemnifying party Indemnitor of notice by the indemnified party Indemnitee of the assertion of the Indemnity Third Party Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party Indemnitor or the indemnified party Indemnitee, as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified partyIndemnitor, but the indemnified party Indemnitee shall have the right right, but not the obligation obligation, to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. Notwithstanding the foregoing, upon the election by the Indemnitor to assume the defense, the Indemnitor shall be liable for the reasonable fees and expenses of counsel employed by the Indemnitee, if and only to the extent that (i) the Indemnitor has not employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, (ii) the employment of counsel and the amount reimbursable therefor by the Indemnitee has been authorized in writing by the Indemnitor or (iii) representation of the Indemnitor and the Indemnitee by the same counsel would, in the reasonable opinion of such counsel, constitute a conflict of interest under applicable standards of professional conduct. The indemnifying party Indemnitor shall have full authority to determine all action to be taken with respect theretoto a Third Party Claim the defense of which it has assumed in accordance with this Section 10.7; provided, however, that the indemnifying party Indemnitor will not have the authority to subject the indemnified party Indemnitee to any obligation non-monetary relief whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expensetasks, and any settlement of a claim must include a full release of the Indemnitee. If the indemnifying party Indemnitor does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claim, assume the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If the indemnifying party shall have assumed the defense control of an Indemnity Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases the indemnified party completely in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim such Third Party Claim, fails to notify the Indemnitee of its election as herein provided or fails to satisfy the Litigation Conditions, the Indemnitee may pay, compromise or defend such Third Party Claim; provided, however, that the Indemnitee shall obtain the prior written consent of the Indemnitor (and which shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from unreasonably withheld, conditioned or delayed) before entering into any related claim for money damages. If settlement of such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damagesThird Party Claim.

Right to Contest and Defend. The indemnifying party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party under the provisions of this Agreement; provided, that notice of the intention to so contest shall be delivered by the indemnifying party to the indemnified party within 20 twenty (20) days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claimClaim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party, having used its reasonable best efforts in resolution. If At any time after the indemnifying party shall have assumed commencement of the defense of an Indemnity any Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases request the indemnified party completely to agree in connection with writing to the abandonment of such Indemnity Claim and which would not otherwise adversely affect contest or to the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred payment or compromise by the indemnified party in defending of the asserted Claim, whereupon such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against action shall be taken unless the indemnified party which determines that the contest should be continued, and so notifies the indemnifying party in writing within fifteen (15) days of such request from the indemnifying party. If the indemnified party reasonably determines, after conferring with its outside counsel, cannot determines that the contest should be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damagescontinued, the indemnifying party shall be entitled liable hereunder only to assume the defense extent of the portion relating amount that the other party to money damagesthe contested Claim had agreed unconditionally to accept in payment or compromise as of the time the indemnifying party made its request therefore to the indemnified party.

Right to Contest and Defend. The indemnifying party Indemnitor shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings participate in the defense of any Indemnity Third Party Claim with respect to for which it has received notice from the Indemnitee under Section 11.4 and, subject to the limitations set forth in this Section 11.5, shall be entitled to control and appoint lead counsel (reasonably satisfactory to the Indemnitee) for such defense; provided that the Indemnitor shall be entitled to control and appoint lead counsel only if (i) the claim involves (and continues to involve) solely monetary damages, (ii) the Indemnitor expressly agrees in writing to the Indemnitee that, as between the two, the Indemnitor is called upon solely obligated to indemnify satisfy and discharge the indemnified party under claim and (iii) the provisions Indemnitor makes reasonably adequate provision to satisfy the Indemnitee of this Agreementthe Indemnitor’s ability to satisfy and discharge the claim (the foregoing collectively, the “Litigation Conditions“); provided, however, that the Indemnitor shall forfeit the right to control the defense or settlement of any such claim if, at any time after assuming the defense or settlement thereof, the Indemnitor no longer satisfies the Litigation Conditions; provided, further, that notice of the intention to so contest control the defense shall be delivered by the indemnifying party Indemnitor to the indemnified Indemnitee within sixty (60) days (or sooner, if the nature of the third party within 20 days claim so requires) from the date of receipt by the indemnifying party Indemnitor of notice by the indemnified party Indemnitee of the assertion of the Indemnity Third Party Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party Indemnitor or the indemnified party Indemnitee, as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified partyIndemnitor, but the indemnified party Indemnitee shall have the right right, but not the obligation obligation, to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. Notwithstanding the foregoing, upon the election by the Indemnitor to assume the defense, the Indemnitor shall be liable for the reasonable fees and expenses of counsel employed by the Indemnitee, if and only to the extent that (i) the Indemnitor has not employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, (ii) the employment of counsel and the amount reimbursable therefor by the Indemnitee has been authorized in writing by the Indemnitor or (iii) representation of the Indemnitor and the Indemnitee by the same counsel would, in the reasonable opinion of such counsel, constitute a conflict of interest under applicable standards of professional conduct. The indemnifying party Indemnitor shall have full authority to determine all action to be taken with respect theretoto a Third Party Claim the defense of which it has assumed in accordance with this Section 11.5; provided, however, that the indemnifying party Indemnitor will not have the authority to subject the indemnified party Indemnitee to any obligation non-monetary relief whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expensetasks, and any settlement of a claim must include a full release of the Indemnitee. If the indemnifying party Indemnitor does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claim, assume the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If the indemnifying party shall have assumed the defense control of an Indemnity Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases the indemnified party completely in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim such Third Party Claim, fails to notify the Indemnitee of its election as herein provided or fails to satisfy the Litigation Conditions, the Indemnitee may pay, compromise or defend such Third Party Claim; provided, however, that the Indemnitee shall obtain the prior written consent of the Indemnitor (and which shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from unreasonably withheld, conditioned or delayed) before entering into any related claim for money damages. If settlement of such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damagesThird Party Claim.

Right to Contest and Defend. (a) The indemnifying party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party under the provisions of this Agreement; provided, however, that notice of the intention to so contest shall be delivered by the indemnifying party to the indemnified party within 20 twenty (20) days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If the indemnifying party shall have assumed the defense of an Indemnity Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases the indemnified party completely in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damages.

Right to Contest and Defend. The indemnifying party Indemnifying Party shall be entitled entitled, at its cost and expense expense, to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to for which it is called upon to indemnify the indemnified party Indemnified Party under the provisions of this Agreement; provided, that notice of the intention to so contest shall be delivered by the indemnifying party Indemnifying Party to the indemnified party Indemnified Party within 20 twenty (20) days from the date of receipt by the indemnifying party Indemnifying Party of notice by the indemnified party Indemnified Party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party Indemnifying Party or the indemnified party Indemnified Party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party Indemnifying Party and not reasonably objected to by the indemnified partyIndemnified Party, but the indemnified party Indemnified Party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party Indemnifying Party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party Indemnifying Party will not have the authority to subject the indemnified party Indemnified Party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expenseexpense or injunctive relief. If the indemnifying party Indemnifying Party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claimClaim, the indemnifying party Indemnifying Party shall be bound by the result obtained with respect thereto by the indemnified partyIndemnified Party. If the indemnifying party shall have assumed Indemnifying Party assumes the defense of an Indemnity Claim, the indemnified party Indemnifying Party shall agree to not enter into any settlement, compromise settlement or discharge of an Indemnity Claim that without the indemnifying party may recommend and that consent of the Indemnified Party (which consent shall not be unreasonably withheld) unless such settlement or discharge by its terms obligates the indemnifying party Indemnifying Party to pay the full amount of the liability in connection with such Indemnity Claim, which Claim and releases the indemnified party Indemnified Party completely in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified partyClaim. Notwithstanding the foregoing, the indemnifying party Indemnifying Party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party Indemnified Party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party Indemnified Party which the indemnified party Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If ; provided, that if such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages.

Right to Contest and Defend. The indemnifying party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party under the provisions of this Agreement; provided, that notice of the intention to so contest shall be delivered by the indemnifying party to the indemnified party within 20 days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 10.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claim, the indemnified party shall assume the defense of the Indemnity Claim and the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If the indemnifying party shall have assumed the defense of an Indemnity Claim, the indemnified party shall agree to any settlement, EXHIBIT 2.1 compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms (a) obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which (b) releases the indemnified party completely in connection with such Indemnity Claim and which (c) would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damages.

Right to Contest and Defend. The indemnifying party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party under the provisions of this Agreement; provided, that notice of the intention to so contest shall be delivered by the indemnifying party to the indemnified party within 20 days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 10.04 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claim, the indemnified party shall assume the defense of the Indemnity Claim and the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If the indemnifying party shall have assumed the defense of an Indemnity Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms (a) obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which (b) releases the indemnified party completely in connection with such Indemnity Claim and which (c) would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damages. .

Right to Contest and Defend. The indemnifying party Indemnitor shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings participate in the defense of any Indemnity Third Party Claim with respect to for which it has received notice from the Indemnitee under Section 12.7 and, subject to the limitations set forth in this Section 10.7, shall be entitled to control and appoint lead counsel (reasonably satisfactory to the Indemnitee) for such defense; provided that the Indemnitor shall be entitled to control and appoint lead counsel only if (i) the claim involves (and continues to involve) solely monetary damages, (ii) the Indemnitor expressly agrees in writing to the Indemnitee that, as between the two, the Indemnitor is called upon solely obligated to indemnify satisfy and discharge the indemnified party under claim and (iii) the provisions Indemnitor makes reasonably adequate provision to satisfy the Indemnitee of this Agreementthe Indemnitor’s ability to satisfy and discharge the claim (the foregoing collectively, the “Litigation Conditions”); provided, however, that the Indemnitor shall forfeit the right to control the defense or settlement of any such claim if, at any time after assuming the defense or settlement thereof, the Indemnitor no longer satisfies the Litigation Conditions; provided, further, that notice of the intention to so contest control the defense shall be delivered by the indemnifying party Indemnitor to the indemnified party Indemnitee within 20 twenty (20) days (or sooner, if the nature of the Third Party claim so requires) from the date of receipt by the indemnifying party Indemnitor of notice by the indemnified party Indemnitee of the assertion of the Indemnity Third Party Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party Indemnitor or the indemnified party Indemnitee, as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified partyIndemnitor, but the indemnified party Indemnitee shall have the right right, but not the obligation obligation, to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. Notwithstanding the foregoing, upon the election by the Indemnitor to assume the defense, the Indemnitor shall be liable for the reasonable fees and expenses of counsel employed by the Indemnitee, if and only to the extent that (i) the Indemnitor has not employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, (ii) the employment of counsel and the amount reimbursable therefor by the Indemnitee has been authorized in writing by the Indemnitor or (iii) representation of the Indemnitor and the Indemnitee by the same counsel would, in the reasonable opinion of such counsel, constitute a conflict of interest under applicable standards of professional conduct. The indemnifying party Indemnitor shall have full authority to determine all action to be taken with respect theretoto a Third Party Claim the defense of which it has assumed in accordance with this Section 10.7; provided, however, that the indemnifying party Indemnitor will not have the authority to subject the indemnified party Indemnitee to any obligation non-monetary relief whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expensetasks, and any settlement of a claim must include a full release of the Indemnitee. If the indemnifying party Indemnitor does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claim, assume the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If the indemnifying party shall have assumed the defense control of an Indemnity Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases the indemnified party completely in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim such Third Party Claim, fails to notify the Indemnitee of its election as herein provided or fails to satisfy the Litigation Conditions, the Indemnitee may pay, compromise or defend such Third Party Claim; provided, however, that the Indemnitee shall obtain the prior written consent of the Indemnitor (and which shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from unreasonably withheld, conditioned or delayed) before entering into any related claim for money damages. If settlement of such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damagesThird Party Claim.

Right to Contest and Defend. The indemnifying party shall be is entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party under the provisions of this Agreement; provided, however, that notice of the intention so to so contest shall be delivered by the indemnifying party to the indemnified party within 20 thirty (30) days from the date of receipt by after the indemnifying party becomes aware of notice by such Claim (or within such shorter period of time as may be necessary to avoid prejudice to the rights of the indemnified party of the assertion of the Indemnity Claimhereunder). Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party party, as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel attorneys employed by the indemnifying party and not reasonably objected to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel attorneys of its own choosing at its sole cost and expense. The If the indemnified party joins in any such contest, the indemnifying party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If after such opportunity, the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claimClaim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If party and the indemnified party shall be entitled to abandon the contesting of the Claim or to settle or compromise the Claim, and the indemnifying party shall have assumed the defense be bound by all actions of an Indemnity Claim, the indemnified party shall agree with respect to such Claim. At any settlementtime after the commencement of defense of any Claim by the indemnifying party, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that notify the indemnified party in writing of the abandonment of such contest or of the payment or compromise by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity asserted Claim, which releases whereupon such action shall be taken; provided, however, that the sole relief provided is monetary damages that are paid in full by the indemnifying party; provided, further, that the indemnified party completely may determine that the contest should be continued, and shall so notify the indemnifying party in connection with writing within 15 days of such Indemnity notice from the indemnifying party. In the event that the indemnified party determines that the contest should be continued (and provided the timing of notice condition has been met and the sole relief provided is monetary damages that are paid in full by the indemnifying party), the indemnifying party shall be liable hereunder only to the extent of the lesser of (i) the amount which the other party to the contested Claim and which would not otherwise adversely affect had agreed to accept in payment or compromise as of the time the indemnifying party made its request therefor to the indemnified party, or (ii) such amount for which the indemnifying party may be liable with respect to such Claim by reason of the provisions hereof. Notwithstanding the foregoing, if the indemnified party determines in, good faith that there is a reasonable probability that an action regarding a Claim either (i) may materially and adversely affect it or its Affiliates other than as a result of monetary damages, or (ii) will substantially impair its ability to continue to conduct its business or the business of the Company as previously conducted, the indemnified party may, by notice to the indemnifying party, assume the exclusive right to defend, compromise or settle such action, but the indemnifying party shall not be entitled bound by any determination of an action so defended or any compromise or settlement thereof effected without its consent (which shall not be unreasonably withheld or delayed). All of the foregoing is subject to assume the defense rights of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in party's insurance carrier which is defending any such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damagesabove proceedings.

Right to Contest and Defend. The indemnifying party shall be --------------------------- entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party under the provisions of this Agreement; provided, that notice of the intention so to so contest shall be delivered by the indemnifying party to the indemnified party within 20 fifteen (15) days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claimClaim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If At any time after the indemnifying party shall have assumed commencement of the defense of an Indemnity any Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases request the indemnified party completely to agree in connection with writing to the abandonment of such Indemnity Claim and which would not otherwise adversely affect contest or to the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred payment or compromise by the indemnified party in defending of the asserted Claim, whereupon such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against action shall be taken unless the indemnified party which determines that the contest should be continued, and so notifies the indemnifying party in writing within 15 days of such request from the indemnifying party. If the indemnified party reasonably determines, after conferring with its outside counsel, cannot determines that the contest should be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damagescontinued, the indemnifying party shall be entitled liable hereunder only to assume the defense extent of the portion relating amount that the other party to money damagesthe contested Claim had agreed unconditionally to accept in payment or compromise as of the time the indemnifying party made its request therefor to the indemnified party.

Right to Contest and Defend. The indemnifying party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Third Party Claim with respect to which it is called upon to indemnify the indemnified party under the provisions of this Agreement; provided, that notice of the intention to so contest shall be delivered by the indemnifying party to the indemnified party within 20 twenty (20) days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Third Party Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable qualified counsel employed by the indemnifying party and not reasonably objected acceptable to by the indemnified party, but and the indemnified party shall also have the right (but not the obligation obligation) to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority will not consent to determine all action to be taken the entry of any judgment or enter into any settlement with respect thereto; provided, however, that to the indemnifying party will not have Third Party Claim without the authority to subject prior written consent of the indemnified party (not to any obligation whatsoeverbe unreasonably withheld, delayed or conditioned) unless the judgment or proposed settlement (i) involves only the payment of money damages, all of which are paid from the Escrow Account or by HEP, (ii) expressly and unconditionally releases the indemnified party and its Affiliates from all liabilities and obligations with respect to such Third Party Claim and (iii) does not impose an injunction or other than equitable relief upon the performance of purely ministerial tasks or obligations not involving material expenseindemnified party, in which case no consent will be required. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claimThird Party Claim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If the indemnifying party shall have assumed the defense of an Indemnity Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases the indemnified party completely in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damages.

Right to Contest and Defend. The indemnifying party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party under the provisions of this Agreement; provided, that notice of the intention so to so contest shall be delivered by the indemnifying party to the indemnified party within 20 days from the date of receipt by the indemnifying party of written notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected (subject to by the approval of the indemnified party, such approval not to be unreasonably withheld), but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claimClaim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If At any time after the indemnifying party shall have assumed commencement of the defense of an Indemnity any Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability request in connection with such Indemnity Claim, which releases writing the indemnified party completely to agree in connection with writing to the abandonment of such Indemnity Claim and which would not otherwise adversely affect contest or to the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred payment or compromise by the indemnified party in defending of the asserted Claim, whereupon such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against action shall be taken unless the indemnified party which determines that the contest should be continued, and so notifies the indemnifying party in writing within 15 days of such request from the indemnifying party. If the indemnified party reasonably determines, after conferring with its outside counsel, cannot determines that the contest should be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damagescontinued, the indemnifying party shall be entitled liable hereunder only to assume the defense extent of the portion relating amount that the other party to money damagesthe contested Claim had agreed in writing unconditionally to accept in payment or compromise as of the time the indemnifying party made its request therefor to the indemnified party.

Right to Contest and Defend. The indemnifying party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party under the provisions of this Restated Agreement; provided, that notice of the intention to so contest shall be delivered by the indemnifying party to the indemnified party within 20 days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If the indemnifying party shall have assumed the defense of an Indemnity Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases the indemnified party completely in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damages.

Right to Contest and Defend. The indemnifying party shall be entitled entitled, at its cost and expense expense, to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to for which it is called upon to indemnify the indemnified party under the provisions of this Agreement; provided, that notice of the intention to so contest shall be delivered by the indemnifying party to the indemnified party within 20 days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect theretoto any Indemnity Claim; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expensetasks. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claimClaim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If the indemnifying party shall have assumed assumes the defense of an Indemnity Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases the indemnified party completely in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damages.

Right to Contest and Defend. The indemnifying party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party under the provisions of this AgreementAgreement using counsel reasonably acceptable to the indemnified party; provided, that notice of the intention so to so contest shall be delivered by the indemnifying party to the indemnified party within 20 days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity ClaimClaim and if such notice is not so delivered, the indemnified party shall have the right to contest, defend and settle such Claim at the expense of the indemnifying party using counsel of its own choosing. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect theretothereto provided it assumes the defense of the Claim; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claimClaim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If At any time after the indemnifying party shall have assumed commencement of the defense of an Indemnity any Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases request the indemnified party completely to agree in connection with writing to the abandonment of such Indemnity Claim and which would not otherwise adversely affect contest or to the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred payment or compromise by the indemnified party in defending of the asserted Claim, whereupon such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against action shall be taken unless the indemnified party which determines that the contest should be continued, and so notifies the indemnifying party in writing within 15 days of such request from the indemnifying party. If the indemnified party reasonably determines, after conferring with its outside counsel, cannot determines that the contest should be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damagescontinued, the indemnifying party shall be entitled liable hereunder only to assume the defense extent of the portion relating amount that the other party to money damagesthe contested Claim had agreed unconditionally to accept in payment or compromise as of the time the indemnifying party made its request therefor to the indemnified party. The indemnifying party shall not compromise or settle any Claim, in whole or in part, or incur any costs or expenses or otherwise assume any contractual obligation, or admit any liability, with respect to any Claim, without the prior written consent of the indemnified party being first obtained and unless the indemnified party is given an absolute and unqualified release. Further, the indemnified party shall not compromise or settle any Claim, in whole or in part, unless or until the indemnifying party has been given an absolute and unconditional release of all liability and responsibility with respect to such Claim.

Right to Contest and Defend. The indemnifying party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party under the provisions of this Agreement; provided, that notice of the intention so to so contest shall be delivered by the indemnifying party to the indemnified party within 20 days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect theretocontrol such litigation; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claimClaim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If At any time after the indemnifying party shall have assumed commencement of the defense of an Indemnity any Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases request the indemnified party completely to agree in connection with writing to the abandonment of such Indemnity Claim and which would not otherwise adversely affect contest or to the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred payment or compromise by the indemnified party in defending of the asserted Claim, whereupon such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against action shall be taken unless the indemnified party which determines that the contest should be continued, and so notifies the indemnifying party in writing within 15 days of such request from the indemnifying party. If the indemnified party reasonably determines, after conferring with its outside counsel, cannot determines that the contest should be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damagescontinued, the indemnifying party shall be entitled liable hereunder only to assume the defense extent of the portion relating amount that the other party to money damagesthe contested Claim had agreed unconditionally to accept in payment or compromise (with such payment to consist of the entire remedy against the indemnified party) as of the time the indemnifying party made its request therefor to the indemnified party.

Right to Contest and Defend. The indemnifying party shall be Indemnitor is entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Third Party Indemnity Claim with respect to which it is called upon to indemnify the indemnified party an Indemnitee under the provisions of this Agreement; provided, that notice of the intention to so contest shall be delivered by the indemnifying party Indemnitor to the indemnified party Indemnitee within 20 twenty (20) calendar days from the date of receipt by the indemnifying party Indemnitor of written notice by the indemnified party Indemnitee of the assertion of the Indemnity Third Party Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party Indemnitor or the indemnified party Indemnitee as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified partyIndemnitor, but the indemnified party Indemnitee shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party If the Indemnitee joins in any such contest, the Indemnitor shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party Indemnitor will not have the authority to subject the indemnified party Indemnitee to any obligation whatsoever, other than the performance of purely ministerial tasks (e.g. the execution of settlement agreements and other documentation) or obligations not involving material expense. If the indemnifying party Indemnitor does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claim, the indemnifying party any Indemnitor shall be bound by the result obtained with respect thereto by the indemnified partyIndemnitee. If At any time after the indemnifying party shall have assumed commencement of the defense of an any Third Party Indemnity Claim, the indemnified party shall Indemnitor may request the Indemnitee to agree in writing to any settlement, the abandonment of such contest or to the payment or compromise or discharge of an Indemnity Claim that by the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount Indemnitor of the liability in connection with such asserted Third Party Indemnity Claim, which releases whereupon such action shall be taken unless the indemnified party completely Indemnitee determines that the contest should be continued, and so notifies the Indemnitor in connection with writing within fifteen (15) calendar days of such Indemnity Claim and which would not otherwise adversely affect request from the indemnified partyIndemnitor. Notwithstanding If the foregoingIndemnitee determines that the contest should be continued, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and Indemnitor shall be liable for hereunder only to the reasonable fees and expenses extent of counsel incurred by the indemnified amount that the other party in defending such Indemnity Claim) if to the contested Third Party Indemnity Claim seeks an order, injunction had agreed unconditionally to accept in payment or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion compromise as of the Indemnity Claim can be so separated from that for money damages, time the indemnifying party shall be entitled Indemnitor made its request therefor to assume the defense of the portion relating to money damagesIndemnitee.

Right to Contest and Defend. The indemnifying party shall be entitled --------------------------- at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party under the provisions of this Agreement; provided, that notice of the intention so to so contest shall be delivered by the indemnifying party to the indemnified party within 20 days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the 39 indemnifying party or the indemnified party as may be appropriate. Such contest shall be conducted by counsel selected and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected acceptable to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The Provided that the indemnifying party acknowledges in writing that it is unconditionally obligated to provide such indemnification, the indemnifying party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claimClaim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If At any time after the indemnifying party shall have assumed commencement of the defense of an Indemnity any Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that request the indemnified party to agree in writing to the abandonment of such contest or to the payment or compromise by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity asserted Claim, which releases whereupon such action shall be taken unless the indemnified party completely in connection with such Indemnity Claim determines that the contest should be continued, and which would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, so notifies the indemnifying party shall not be entitled to assume in writing within 15 days of such request from the defense indemnifying party. If such abandonment or compromise contemplates (i) the unconditional release of any Indemnity Claim the indemnified party from all further Claims arising out of the subject matter thereof, (and shall be liable for the reasonable fees and expenses ii) no admission of counsel incurred culpability by the indemnified party in defending such Indemnity Claimand (iii) if no restrictions on the Indemnity Claim seeks an orderfuture operations of the indemnified party, injunction or other equitable relief or relief for other than money damages against and the indemnified party which nevertheless determines that the indemnified party reasonably determines, after conferring with its outside counsel, cannot contest should be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damagescontinued, the indemnifying party shall be entitled liable hereunder only to assume the defense extent of the portion relating amount that the other party to money damagesthe contested Claim had agreed unconditionally to accept in payment or compromise as of the time the indemnifying party made its request therefor to the indemnified party.

Right to Contest and Defend. (a) The indemnifying party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party under the provisions of this Agreement; provided, however, that notice of the intention to so contest shall be delivered by the indemnifying party to the indemnified party within 20 days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. Such contest shall be conducted and prosecuted 19 diligently to a final conclusion or settled in accordance with this Section 7.4 8.4(a) by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If the indemnifying party shall have assumed the defense of an Indemnity Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases the indemnified party completely in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified party. (b) Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damages.. 8.5

Right to Contest and Defend. The indemnifying party Indemnitor shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings participate in the defense of any Indemnity Third Party Claim with respect to for which it has received notice from the Indemnitee under Section 7.4 and, subject to the limitations set forth in this Section 7.5, shall be entitled to control and appoint lead counsel (reasonably satisfactory to the Indemnitee) for such defense; provided that the Indemnitor shall be entitled to control and appoint lead counsel only if (i) the claim involves (and continues to involve) solely monetary damages, (ii) the Indemnitor expressly agrees in writing to the Indemnitee that, as between the two, the Indemnitor is called upon solely obligated to indemnify satisfy and discharge the indemnified party under claim and (iii) the provisions Indemnitor makes reasonably adequate provision to satisfy the Indemnitee of this Agreementthe Indemnitor’s ability to satisfy and discharge the claim (the foregoing collectively, the “Litigation Conditions“); provided, however, that the Indemnitor shall forfeit the right to control the defense or settlement of any such claim if, at any time after assuming the defense or settlement thereof, the Indemnitor no longer satisfies the Litigation Conditions; provided, further, that notice of the intention to so contest control the defense shall be delivered by the indemnifying party Indemnitor to the indemnified Indemnitee within sixty (60) days (or sooner, if the nature of the third party within 20 days claim so requires) from the date of receipt by the indemnifying party Indemnitor of notice by the indemnified party Indemnitee of the assertion of the Indemnity Third Party Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party Indemnitor or the indemnified party Indemnitee, as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified partyIndemnitor, but the indemnified party Indemnitee shall have the right right, but not the obligation obligation, to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. Notwithstanding the foregoing, upon the election by the Indemnitor to assume the defense, the Indemnitor shall be liable for the reasonable fees and expenses of counsel employed by the Indemnitee, if and only to the extent that (i) the Indemnitor has not employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, (ii) the employment of counsel and the amount reimbursable therefor by the Indemnitee has been authorized in writing by the Indemnitor or (iii) representation of the Indemnitor and the Indemnitee by the same counsel would, in the reasonable opinion of such counsel, constitute a conflict of interest under applicable standards of professional conduct. The indemnifying party Indemnitor shall have full authority to determine all action to be taken with respect theretoto a Third Party Claim the defense of which it has assumed in accordance with this Section 7.5; provided, however, that the indemnifying party Indemnitor will not have the authority to subject the indemnified party Indemnitee to any obligation non-monetary relief whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expensetasks, and any settlement of a claim must include a full release of the Indemnitee. If the indemnifying party Indemnitor does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claim, assume the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If the indemnifying party shall have assumed the defense control of an Indemnity Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases the indemnified party completely in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim such Third Party Claim, fails to notify the Indemnitee of its election as herein provided or fails to satisfy the Litigation Conditions, the Indemnitee may pay, compromise or defend such Third Party Claim; provided, however, that the Indemnitee shall obtain the prior written consent of the Indemnitor (and which shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from unreasonably withheld, conditioned or delayed) before entering into any related claim for money damages. If settlement of such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damagesThird Party Claim.

Right to Contest and Defend. The indemnifying party Indemnifying Party shall be entitled given the opportunity, at its cost and expense expense, to contest and defend by all appropriate legal proceedings any Indemnity Claim Third Party Action with respect to which it is called upon to indemnify the indemnified party Indemnified Party under the provisions of this Purchase Agreement; provided, however, that notice of the intention to so contest and defend shall be delivered by the indemnifying party Indemnifying Party to the indemnified party Indemnified Party within 20 thirty (30) days from the date of following receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claimnotice provided for in Section 11.3(a) above. Any such Third Party Action which the Indemnifying Party elects to contest and defend may be conducted in the name and on behalf of the indemnifying party Indemnifying Party or the indemnified party Indemnified Party as may be appropriate. Such contest Third Party Action shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified partyIndemnifying Party, but the indemnified party Indemnified Party shall have the right but not the obligation to participate in such proceedings Third Party Action and to be represented by counsel of its own choosing at its sole cost and expense; provided that, if the defendant(s) in any Third Party Action include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are inconsistent with those defenses available to the Indemnifying Party, or (ii) if there is a conflict of interest that would prevent counsel for the Indemnifying Party from also representing the Indemnified Party (clauses (i) and (ii) collectively, “Differences or Conflicts”), then the Indemnified Party shall have the right to engage separate counsel at the cost and expense of the Indemnifying Party. The indemnifying party If the Indemnified Party joins in any such Third Party Action, the Indemnifying Party shall have full authority authority, absent any Differences or Conflicts, to determine all action to be taken with respect thereto. At any time after the commencement of defense of any Third Party Action, the Indemnifying Party may request the Indemnified Party to agree in writing to the abandonment of such contest or to the payment, compromise or settlement by the Indemnifying Party of the asserted Third Party Action, which consent, absent any Differences or Conflicts, shall not be unreasonably withheld; provided, however, that such consent of the indemnifying party will Indemnified Party shall not have be required in the authority to subject event the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If the indemnifying party shall have assumed the defense of an Indemnity Claim, the indemnified party shall agree to any settlementpayment, compromise or discharge of an Indemnity Claim that settlement by the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount Indemnifying Party of the liability in connection with such Indemnity Claimasserted Third Person Action (i) involves only the payment of money, which releases and not the indemnified party completely in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense imposition of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction injunctive or other equitable relief relief, (ii) unconditionally releases the Indemnified Party from all liability arising out of such Third Person Action, and (iii) does not include a statement as to or relief for other than money damages against an admission of fault on the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion part of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damagesIndemnified Party.

Right to Contest and Defend. The indemnifying party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party under the provisions of this Agreement; provided, that notice of the intention to so contest shall be delivered by the indemnifying party to the indemnified party within 20 days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 10.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claim, the indemnified party shall assume the defense of the Indemnity Claim and the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If the indemnifying party shall have assumed the defense of an Indemnity Claim, the indemnified party shall agree to any settlement, 42 compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms (a) obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which (b) releases the indemnified party completely in connection with such Indemnity Claim and which (c) would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damages.

Right to Contest and Defend. Promptly after receipt by a Buyer Indemnified Party or a Seller Indemnified Party (either, an “Indemnified Party”) of notice of any pending or threatened claim, demand, action, suit or investigation made or instituted by a Person other than another Indemnified Party (a “Third Party Action”), such Indemnified Party shall, if a claim in respect thereof is to be made by such Indemnified Party against a Person providing indemnification pursuant to Sections 9.1 or 9.2 (“Indemnifying Party”), give notice thereof to the Indemnifying Party. The indemnifying party shall be entitled Indemnifying Party, at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party under the provisions of this Agreement; providedown expense, that notice of the intention to so contest shall be delivered by the indemnifying party to the indemnified party within 20 days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If the indemnifying party shall have assumed the defense of an Indemnity Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases the indemnified party completely in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim such Third Party Action through its own counsel on behalf of the Indemnified Party (with full right of subrogation to the Indemnified Party’s rights and shall be liable for defenses). The Indemnified Party may employ separate counsel in any such Third Party Action and participate in the reasonable defense thereof; but the fees and expenses of such counsel incurred shall be at the expense of the Indemnified Party unless there exists a conflict of interest between the Indemnified Party, on the one hand, and the Indemnifying Party or another Indemnified Party whose defense has already been assumed by the indemnified party Indemnifying Party, on the other hand (in defending such Indemnity Claim) if which case the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against Indemnifying Party shall not have the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled right to assume the defense of such Third Party Action on behalf of the portion relating Indemnified Party). The Indemnifying Party shall not be liable for any settlement of any such Third Party Action effected without its consent unless the Indemnifying Party shall elect in writing not to money damagesassume the defense thereof or fails to prosecute diligently such defense and fails after written notice from the Indemnified Party to promptly remedy the same, in which case, the Indemnified Party without waiving any rights to indemnification hereunder may defend such Third Party Action and enter into any good faith settlement thereof without the prior written consent from the Indemnifying Party. The Indemnifying Party shall not, without the prior written consent of the Indemnified Party, effect any settlement of any such Third Party Action unless such settlement includes an unconditional release of the Indemnified Party from all Liabilities that are the subject of such Third Party Action. The Buyer and Seller agree to cooperate in any defense or settlement of any such Third Party Action and to give each other reasonable access to all information relevant thereto. The Buyer and Seller will similarly cooperate in the prosecution of any claim or lawsuit against any third party. If, after the Indemnifying Party elects to assume the defense of a Third Party Action, it is determined pursuant to the Dispute Resolution procedures described in Section 10.8 that the Indemnified Party is not entitled to indemnification with respect thereto, the Indemnifying Party shall discontinue the defense thereof, and if any fees or expenses for separate counsel to represent the Indemnified Party were paid by the Indemnifying Party, the Indemnified Party shall promptly reimburse the Indemnifying Party for the full amount thereof.

Right to Contest and Defend. (a) The indemnifying party under this Article IX shall be entitled entitled, at its cost and expense expense, to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party under the provisions of this AgreementArticle IX; provided, however, that notice of the intention to so contest shall be delivered by the indemnifying party to the indemnified party within 20 days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest or defense may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. Such contest or defense shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 9.3 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest or defend any such Indemnity Claim or elects to contest or defend such Indemnity Claim but fails diligently and promptly to prosecute or settle such claim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If the indemnifying party shall have assumed the defense of an Indemnity Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases the indemnified party completely in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damages.

Right to Contest and Defend. The indemnifying party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party under the provisions of this Agreement; provided, that notice of the intention to so contest shall be delivered by the indemnifying party to the indemnified party within 20 days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 6.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If the indemnifying party shall have assumed the defense of an Indemnity Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases the indemnified party completely in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damages.

Right to Contest and Defend. The indemnifying party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party under the provisions of this Agreement; provided, that notice of the intention to so contest shall be delivered by the indemnifying party to the indemnified party within 20 twenty (20) days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claimClaim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party, having used its reasonable best efforts in resolution. If At any time after the indemnifying party shall have assumed commencement of the defense of an Indemnity any Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases request the indemnified party completely to agree in connection with writing to the abandonment of such Indemnity Claim and which would not otherwise adversely affect contest or to the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred payment or compromise by the indemnified party in defending of the asserted Claim, whereupon such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against action shall be taken unless the indemnified party which determines that the contest should be continued, and so notifies the indemnifying party in writing within fifteen (15) days of such request from the indemnifying party. If the indemnified party reasonably determines, after conferring with its outside counsel, cannot determines that the contest should be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damagescontinued, the indemnifying party shall be entitled liable hereunder only to assume the defense extent of the portion relating amount that the other party to money damagesthe contested Claim had agreed unconditionally to accept in payment or compromise as of the time the indemnifying party made its request therefor to the indemnified party.

Right to Contest and Defend. The indemnifying party Indemnifying Party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party Indemnified Party under the provisions of this Agreement; provided, that notice of the intention to so contest shall be delivered by the indemnifying party Indemnifying Party to the indemnified party Indemnified Party within 20 twenty (20) days from the date of receipt by the indemnifying party Indemnifying Party of notice by the indemnified party Indemnified Party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party Indemnifying Party or the indemnified party Indemnified Party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel (in the reasonable opinion of the Indemnifying Party) employed by the indemnifying party Indemnifying Party and not reasonably objected to by the indemnified partyIndemnified Party, but the indemnified party Indemnified Party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party Indemnifying Party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party Indemnifying Party will not have the authority to subject the indemnified party Indemnified Party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party Indemnifying Party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claimClaim, the indemnifying party Indemnifying Party shall be bound by the result obtained with respect thereto to such claim by the indemnified partyIndemnified Party. If the indemnifying party Indemnifying Party shall have assumed the defense of an Indemnity Claim, the indemnified party Indemnified Party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party Indemnifying Party may recommend and that by its terms obligates the indemnifying party Indemnifying Party to pay the full amount of the liability in connection with such Indemnity Claim, which fully and completely releases the indemnified party completely Indemnified Party in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified partyIndemnified Party. Notwithstanding the foregoing, the indemnifying party Indemnifying Party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party Indemnified Party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party Indemnified Party which the indemnified party Indemnified Party reasonably determines, after conferring with its upon the advice of outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages.

Right to Contest and Defend. The indemnifying party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party under the provisions of this Agreement; provided, that notice of the intention to so contest shall be delivered by the indemnifying party to the indemnified party within 20 days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 10.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If the indemnifying party shall have assumed the defense of an Indemnity Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms (a) obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which (b) releases the indemnified party completely in connection with such Indemnity Claim and which (c) would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damages.

Right to Contest and Defend. The indemnifying party shall be entitled entitled, at its cost and expense expense, to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to for which it is called upon to indemnify the indemnified party under the provisions of this Agreement; provided, that notice of the intention to so contest shall be delivered by the indemnifying party to the indemnified party within 20 twenty (20) days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expenseexpense or injunctive relief. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claimClaim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If the indemnifying party shall have assumed assumes the defense of an Indemnity Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases the indemnified party completely in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified party as reasonably determined by the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damages.. Table of Contents

Right to Contest and Defend. The indemnifying party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party under the provisions of this Agreement; provided, that notice of the intention so to so contest shall be delivered by the indemnifying party to the indemnified party within 20 days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claimClaim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If At any time after the indemnifying party shall have assumed commencement of the defense of an Indemnity any Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases request the indemnified party completely to agree in connection with writing to the abandonment of such Indemnity Claim and which would not otherwise adversely affect contest or to the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred payment or compromise by the indemnified party in defending of the asserted Claim, whereupon such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against action shall be taken unless the indemnified party which determines that the indemnified party reasonably determinescontest should be continued, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be and so separated from that for money damages, notifies the indemnifying party shall be entitled to assume in writing within 15 days of such request from the defense of the portion relating to money damages.indemnifying

Right to Contest and Defend. The indemnifying party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party under the provisions of this Agreement; provided, that notice of the intention to so contest shall be delivered by the indemnifying party to the indemnified party within 20 days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claimClaim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If the indemnifying party shall have assumed the defense of an Indemnity Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases the indemnified party completely in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damages.

Right to Contest and Defend. The indemnifying party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party under the provisions of this Agreement; provided, that written notice of the intention to so contest shall be delivered by the indemnifying party to the indemnified party within 20 days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 15.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If the indemnifying party shall have assumed the defense of an Indemnity Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases the indemnified party completely in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damages.

Right to Contest and Defend. The indemnifying party Indemnifying Party shall be entitled given the opportunity, at its cost and expense expense, to contest and defend by all appropriate legal proceedings any Indemnity Claim Third Party Action with respect to which it is called upon to indemnify the indemnified party Indemnified Party under the provisions of this Purchase Agreement; provided, however, that notice of the intention so to so contest and defend shall be delivered by the indemnifying party Indemnifying Party to the indemnified party Indemnified Party within 20 thirty (30) days from the date of following receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claimnotice provided for in Section 10.4(a) above. Any such Third Party Action which the Indemnifying Party elects to contest and defend may be conducted in the name and on behalf of the indemnifying party Indemnifying Party or the indemnified party Indemnified Party as may be appropriate. Such contest Third Party Action shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified partyIndemnifying Party, but the indemnified party Indemnified Party shall have the right but not the obligation to participate in such proceedings Third Party Action and to be represented by counsel of its own choosing at its sole cost and expense; provided that, if the defendant(s) in any Third Party Action include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are inconsistent with those defenses available to the Indemnifying Party, or (ii) if there is a conflict of interest that would prevent counsel for the Indemnifying Party from also representing the Indemnified Party (clauses (i) and (ii) collectively, “Differences or Conflicts”), then the Indemnified Party shall have the right to engage separate counsel at the cost and expense of the Indemnifying Party. The indemnifying party If the Indemnified Party joins in any such Third Party Action, the Indemnifying Party shall have full authority authority, absent any Differences or Conflicts, to determine all action to be taken with respect thereto. At any time after the commencement of defense of any Third Party Action, the Indemnifying Party may request the Indemnified Party to agree in writing to the abandonment of such contest or to the payment, compromise or settlement by the Indemnifying Party of the asserted Third Party Action, which consent, absent any Differences or Conflicts, shall not be unreasonably withheld; provided, however, that such consent of the indemnifying party will Indemnified Party shall not have be required in the authority to subject event the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If the indemnifying party shall have assumed the defense of an Indemnity Claim, the indemnified party shall agree to any settlementpayment, compromise or discharge of an Indemnity Claim that settlement by the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount Indemnifying Party of the liability in connection with such Indemnity Claimasserted Third Person Action (i) involves only the payment of money, which releases and not the indemnified party completely in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense imposition of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction injunctive or other equitable relief relief, (ii) unconditionally releases the Indemnified Party from all liability arising out of such Third Person Action, and (iii) does not include a statement as to or relief for other than money damages against an admission of fault on the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion part of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damagesIndemnified Party.

Right to Contest and Defend. The indemnifying party Indemnifying Party shall be entitled given the opportunity, at its cost and expense expense, to contest and defend by all appropriate legal proceedings any Indemnity Claim Third Party Action with respect to which it is called upon to indemnify the indemnified party Indemnified Party under the provisions of this Purchase Agreement; provided, however, that notice of the intention to so contest and defend shall be delivered by the indemnifying party Indemnifying Party to the indemnified party Indemnified Party within 20 thirty (30) days from the date of following receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claimnotice provided for in Section 12.3(a) above. Any such Third Party Action which the Indemnifying Party elects to contest and defend may be conducted in the name and on behalf of the indemnifying party Indemnifying Party or the indemnified party Indemnified Party as may be appropriate. Such contest Third Party Action shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified partyIndemnifying Party, but the indemnified party Indemnified Party shall have the right but not the obligation to participate in such proceedings Third Party Action and to be represented by counsel of its own choosing at its sole cost and expense; provided that, if the defendant(s) in any Third Party Action include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are inconsistent with those defenses available to the Indemnifying Party, or (ii) if there is a conflict of interest that would prevent counsel for the Indemnifying Party from also representing the Indemnified Party (clauses (i) and (ii) collectively, “Differences or Conflicts”), then the Indemnified Party shall have the right to engage separate counsel at the cost and expense of the Indemnifying Party. The indemnifying party If the Indemnified Party joins in any such Third Party Action, the Indemnifying Party shall have full authority authority, absent any Differences or Conflicts, to determine all action to be taken with respect thereto. At any time after the commencement of defense of any Third Party Action, the Indemnifying Party may request the Indemnified Party to agree in writing to the abandonment of such contest or to the payment, compromise or settlement by the Indemnifying Party of the asserted Third Party Action, which consent, absent any Differences or Conflicts, shall not be unreasonably withheld; provided, however, that such consent of the indemnifying party will Indemnified Party shall not have be required in the authority to subject event the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If the indemnifying party shall have assumed the defense of an Indemnity Claim, the indemnified party shall agree to any settlementpayment, compromise or discharge of an Indemnity Claim that settlement by the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount Indemnifying Party of the liability in connection with such Indemnity Claimasserted Third Person Action (i) involves only the payment of money, which releases and not the indemnified party completely in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense imposition of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction injunctive or other equitable relief or relief for other than money damages against relief, (ii) unconditionally releases the indemnified party which the indemnified party reasonably determinesIndemnified Party from all liability arising out of such Third Person Action, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damages.and

Right to Contest and Defend. The indemnifying party Indemnifying Party shall be entitled entitled, at its cost and expense expense, to contest and defend defend, by all appropriate legal proceedings proceedings, any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party Indemnified Party under the provisions of this AgreementLease; providedprovided that, that notice of the intention to so contest shall be delivered by the indemnifying party Indemnifying Party to the indemnified party Indemnified Party within 20 60 days from the date of receipt by the indemnifying party Indemnifying Party of notice by the indemnified party Indemnified Party of the assertion of the Indemnity ClaimDemand. Any such contest may be conducted in the name and on behalf of the indemnifying party Indemnifying Party or the indemnified party Indemnified Party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party Indemnifying Party and not reasonably objected to by the indemnified partyIndemnified Party, but the indemnified party Indemnified Party shall have the right right, but not the obligation obligation, to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party Indemnifying Party shall have full authority to determine all action actions to be taken with respect theretoto such Claim; provided, however, that the indemnifying party Indemnifying Party will not have the authority to subject the indemnified party Indemnified Party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party Indemnifying Party does not elect to contest and defend any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claimClaim, the indemnifying party Indemnifying Party shall be bound by the result obtained with respect thereto by the indemnified partyIndemnified Party. If the indemnifying party Indemnifying Party shall have assumed the defense of an Indemnity such Claim, the indemnified party Indemnified Party shall agree to any settlement, compromise compromise, or discharge of an Indemnity a Claim that the indemnifying party Indemnifying Party may recommend and that that, by its terms terms, obligates the indemnifying party Indemnifying Party to pay the full amount of the liability in connection with such Indemnity Claim, which releases the indemnified party Indemnified Party completely in connection with such Indemnity Claim and which would not otherwise materially adversely affect the indemnified partyIndemnified Party. An Indemnified Party shall not otherwise agree to any settlement, compromise, or discharge of a Claim during the 60-day period specified above, nor so long as the Indemnifying Party is diligently pursuing the defense of such Claim. Notwithstanding the foregoing, the indemnifying party Indemnifying Party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party Indemnified Party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction injunction, or other equitable relief or relief for other than money damages against the indemnified party Indemnified Party which the indemnified party Indemnified Party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim Claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party Indemnifying Party shall be entitled to assume the defense of the portion relating to money damages.

Right to Contest and Defend. The indemnifying party shall be entitled entitled, at its cost and expense expense, to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to for which it is called upon to indemnify the indemnified party under the provisions of this Agreement; provided, that notice of the intention to so contest shall be delivered by the indemnifying party to the indemnified party within 20 twenty (20) days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or 38 the indemnified party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expenseexpense or injunctive relief. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claimClaim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If the indemnifying party shall have assumed assumes the defense of an Indemnity Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases the indemnified party completely in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified partyparty as determined by the indemnified party in its sole discretion. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damages.

Right to Contest and Defend. The indemnifying party Indemnifying Party shall be entitled given the opportunity, at its cost and expense expense, to contest and defend by all appropriate legal proceedings any Indemnity Claim Third Party Action with respect to which it is called upon to indemnify the indemnified party Indemnified Party under the provisions of this Purchase Agreement; provided, however, that notice of the intention to so contest and defend shall be delivered by the indemnifying party Indemnifying Party to the indemnified party Indemnified Party within 20 thirty (30) days from the date of following receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claimnotice provided for in Section 10.5(a) above. Any such Third Party Action which the Indemnifying Party elects to contest and defend may be conducted in the name and on behalf of the indemnifying party Indemnifying Party or the indemnified party Indemnified Party as may be appropriate. Such contest Third Party Action shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified partyIndemnifying Party, but the indemnified party Indemnified Party shall have the right but not the obligation to participate in such proceedings Third Party Action and to be represented by counsel of its own choosing at its sole cost and expense; provided that, if the defendant(s) in any Third Party Action include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are inconsistent with those defenses available to the Indemnifying Party, or (ii) if there is a conflict of interest that would prevent counsel for the Indemnifying Party from also representing the Indemnified Party (clauses (i) and (ii) collectively, “Differences or Conflicts”), then the Indemnified Party shall have the right to engage separate counsel at the cost and expense of the Indemnifying Party. The indemnifying party If the Indemnified Party joins in any such Third Party Action, the Indemnifying Party shall have full authority authority, absent any Differences or Conflicts, to determine all action to be taken with respect thereto. At any time after the commencement of defense of any Third Party Action, the Indemnifying Party may request the Indemnified Party to agree in writing to the abandonment of such contest or to the payment, compromise or settlement by the Indemnifying Party of the asserted Third Party Action, which consent, absent any Differences or Conflicts, shall not be unreasonably withheld; provided, however, that the indemnifying party will Indemnified Party shall not have be required to consent to the authority abandonment of such contest or to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If the indemnifying party shall have assumed the defense of an Indemnity Claim, the indemnified party shall agree to any settlementpayment, compromise or discharge settlement of an Indemnity Claim that such asserted Third Party Action if the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases the indemnified party completely in connection with such Indemnity Claim and which result would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense be: (A) a finding or admission of any Indemnity Claim (and shall be liable for the reasonable fees and expenses violation of counsel incurred law by the indemnified party in defending such Indemnity ClaimIndemnified Party (or any Affiliate thereof), (B) if an adverse effect on any other Third Party Actions or claims of a similar nature that may be made against the Indemnity Claim seeks an orderIndemnified Party (or any Affiliate thereof), injunction or other equitable relief or relief for (C) any remedy other than money monetary damages against which will be paid in full by the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damagesIndemnifying Party.

Right to Contest and Defend. The indemnifying party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party under the provisions of this Agreement; provided, provided that notice of the intention so to so contest shall be delivered by the indemnifying party to the indemnified party within 20 days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected satisfactory to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claimClaim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If At any time after the indemnifying party shall have assumed commencement of the defense of an Indemnity any Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases request the indemnified party completely to agree in connection with writing to the abandonment of such Indemnity Claim and which would not otherwise adversely affect contest or the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred payment or compromise by the indemnified party in defending of the asserted Claim, whereupon such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against action shall be taken unless the indemnified party which determines that the contest should be continued, and so notifies the indemnifying party in writing within 15 days of such request from the indemnifying party. If the indemnified party reasonably determines, after conferring with its outside counsel, cannot determines that the contest should be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damagescontinued, the indemnifying party shall be entitled liable hereunder only to assume the defense extent of the portion relating amount that the other party to money damagesthe contested Claim had agreed unconditionally to accept in payment or compromise as of the time the indemnifying party made its request to the indemnified party.

Right to Contest and Defend. The indemnifying party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party under the provisions of this Agreement; provided, that notice of the intention to so contest shall be delivered by the indemnifying party to the indemnified party within 20 days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claimClaim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If At any time after the indemnifying party shall have assumed the defense commencement of an Indemnity Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases the indemnified party completely in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for Claim, the reasonable fees and expenses indemnifying party may request the indemnified party to agree in writing to the abandonment of counsel incurred such contest or to the payment or compromise by the indemnified party in defending such of the asserted Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against whereupon such action shall be taken unless the indemnified party which determines that the contest should be continued, and so notifies the indemnifying party in writing within 15 days of such request from the indemnifying party. If the indemnified party reasonably determines, after conferring with its outside counsel, cannot determines that the contest should be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damagescontinued, the indemnifying party shall be entitled liable hereunder only to assume the defense extent of the portion relating amount that the other party to money damagesthe contested Indemnity Claim had agreed unconditionally to accept in payment or compromise as of the time the indemnifying party made its request therefor to the indemnified party.

Right to Contest and Defend. The indemnifying party Indemnifying Party shall be entitled given the opportunity, at its cost and expense expense, to contest and defend by all appropriate legal proceedings any Indemnity Claim Third Party Action with respect to which it is called upon to indemnify the indemnified party Indemnified Party under the provisions of this Purchase Agreement; provided, however, that notice of the intention to so contest and defend shall be delivered by the indemnifying party Indemnifying Party to the indemnified party Indemnified Party within 20 thirty (30) days from the date of following receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claimnotice provided for in Section 10.4(a) above. Any such Third Party Action which the Indemnifying Party elects to contest and defend may be conducted in the name and on behalf of the indemnifying party Indemnifying Party or the indemnified party Indemnified Party as may be appropriate. Such contest Third Party Action shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified partyIndemnifying Party, but the indemnified party Indemnified Party shall have the right but not the obligation to participate in such proceedings Third Party Action and to be represented by counsel of its own choosing at its sole cost and expense; provided that, if the defendant(s) in any Third Party Action include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are different from, inconsistent with or in addition to those defenses available to the Indemnifying Party, or (ii) if there is a conflict of interest that would prevent counsel for the Indemnifying Party from also representing the Indemnified Party (clauses (i) and (ii) collectively, “Differences or Conflicts”), then the Indemnified Party shall have the right to engage separate counsel at the cost and expense of the Indemnifying Party. The indemnifying party If the Indemnified Party joins in any such Third Party Action, the Indemnifying Party shall have full authority authority, absent any Differences or Conflicts, to determine all action to be taken with respect thereto; provided, however, that . At any time after the indemnifying party will not have the authority to subject the indemnified party to commencement of defense of any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claimThird Party Action, the indemnifying party shall be bound Indemnifying Party may request the Indemnified Party to agree in writing to the abandonment of such contest or to the payment or compromise by the result obtained with respect thereto by the indemnified party. If the indemnifying party shall have assumed the defense of an Indemnity Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount Indemnifying Party of the liability in connection with such Indemnity Claimasserted Third Party Action, which releases the indemnified party completely in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified party. Notwithstanding the foregoingconsent, the indemnifying party absent any Differences or Conflicts, shall not be entitled to assume the defense of any Indemnity Claim unreasonably withheld. 48 (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damages.c)

Right to Contest and Defend. The indemnifying party Indemnifying Party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Claim with respect to which it is called upon to indemnify the indemnified party Indemnified Party under the provisions of this Agreement; provided, that notice of the intention to so contest shall be delivered by the indemnifying party Indemnifying Party to the indemnified party Indemnified Party within 20 twenty (20) days from the date of receipt by the indemnifying party Indemnifying Party of notice by the indemnified party Indemnified Party of the assertion of the Indemnity Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party Indemnifying Party or the indemnified party Indemnified Party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel (in the reasonable opinion of the Indemnifying Party) employed by the indemnifying party Indemnifying Party and not reasonably objected to by the indemnified partyIndemnified Party, but the indemnified party Indemnified Party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party Indemnifying Party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party Indemnifying Party will not have the authority to subject the indemnified party Indemnified Party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party Indemnifying Party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claimClaim, the indemnifying party Indemnifying Party shall be bound by the result obtained with respect thereto to such claim by the indemnified partyIndemnified Party. If the indemnifying party Indemnifying Party shall have assumed the defense of an Indemnity Claim, the indemnified party Indemnified Party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party Indemnifying Party may recommend and that by its terms obligates the indemnifying party Indemnifying Party to pay the full amount of the liability in connection with such Indemnity Claim, which fully and completely releases the indemnified party completely Indemnified Party in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified partyIndemnified Party. Notwithstanding the foregoing, the indemnifying party Indemnifying Party shall not be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party Indemnified Party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party Indemnified Party which the indemnified party Indemnified Party reasonably determines, after conferring with its upon the advice of outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damages.39

Right to Contest and Defend. The indemnifying party Indemnitor shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings participate in the defense of any Indemnity Third Party Claim with respect to for which it has received notice from the Indemnitee under Section 12.7 and, subject to the limitations set forth in this Section 12.8, shall be entitled to control and appoint lead counsel (reasonably satisfactory to the Indemnitee) for such defense; provided that the Indemnitor shall be entitled to control and appoint lead counsel only if (i) the claim involves (and continues to involve) solely monetary damages, (ii) the Indemnitor expressly agrees in writing to the Indemnitee that, as between the two, the Indemnitor is called upon solely obligated to indemnify satisfy and discharge the indemnified party under claim and (iii) the provisions Indemnitor makes reasonably adequate provision to satisfy the Indemnitee of this Agreementthe Indemnitor’s ability to satisfy and discharge the claim (the foregoing collectively, the “Litigation Conditions”) or fails to diligently contest, defend or litigate such claims in good faith; provided, however, that the Indemnitor shall forfeit the right to control the defense or settlement of any such claim if, at any time after assuming the defense or settlement thereof, the Indemnitor no longer satisfies the Litigation Conditions; provided, further, that notice of the intention to so contest control the defense or settlement shall be delivered by the indemnifying party Indemnitor to the indemnified party Indemnitee within 20 twenty (20) days (or sooner, if the nature of the Third Party claim so requires) from the date of receipt by the indemnifying party Indemnitor of notice by the indemnified party Indemnitee of the assertion of the Indemnity Third Party Claim. Any such contest may be conducted in the name and on behalf of the indemnifying party Indemnitor or the indemnified party Indemnitee, as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified partyIndemnitor, but the indemnified party Indemnitee shall have the right right, but not the obligation obligation, to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. Notwithstanding the foregoing, upon the election by the Indemnitor to assume the defense, the Indemnitor shall be liable for the reasonable fees and expenses of counsel employed by the Indemnitee, if and only to the extent that (i) the Indemnitor has not employed counsel to assume the defense of such action within a reasonable time after receiving notice of the commencement of the action, (ii) the employment of counsel and the amount reimbursable therefor by the Indemnitee has been authorized in writing by the Indemnitor or (iii) representation of the Indemnitor and the Indemnitee by the same counsel would, in the reasonable opinion of such counsel, constitute a conflict of interest under applicable standards of professional conduct. The indemnifying party Indemnitor shall have full authority to determine all action to be taken with respect theretoto a Third Party Claim the defense of which it has assumed in accordance with this Section 12.8; provided, however, that the indemnifying party Indemnitor will not have the authority to subject the indemnified party Indemnitee to any obligation non-monetary relief whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expensetasks, and any settlement of a claim must include a full release of the Indemnitee. If the indemnifying party Indemnitor does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claim, assume the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If the indemnifying party shall have assumed the defense control of an Indemnity Claim, the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases the indemnified party completely in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Indemnity Claim such Third Party Claim, fails to notify the Indemnitee of its election as herein provided or fails to satisfy the Litigation Conditions, the Indemnitee may pay, compromise or defend such Third Party Claim; provided, however, that the Indemnitee shall obtain the prior written consent of the Indemnitor (and which shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from unreasonably withheld, conditioned or delayed) before entering into any related claim for money damages. If settlement of such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damagesThird Party Claim.

Right to Contest and Defend. The indemnifying party Indemnifying Party shall be entitled given the opportunity, at its cost and expense expense, to contest and defend by all appropriate legal proceedings any Indemnity Claim Third Party Action with respect to which it is called upon to indemnify the indemnified party Indemnified Party under the provisions of this Purchase Agreement; provided, however, that notice of the intention to so contest and defend shall be delivered by the indemnifying party Indemnifying Party to the indemnified party Indemnified Party within 20 thirty (30) days from the date of following receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity Claimnotice provided for in Section 12.3(a) above. Any such Third Party Action which the Indemnifying Party elects to contest and defend may be conducted in the name and on behalf of the indemnifying party Indemnifying Party or the indemnified party Indemnified Party as may be appropriate. Such contest Third Party Action shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified partyIndemnifying Party, but the indemnified party Indemnified Party shall have the right but not the obligation to participate in such proceedings Third Party Action and to be represented by counsel of its own choosing at its sole cost and expense; provided that, if the defendant(s) in any Third Party Action include both the Indemnifying Party and the Indemnified Party, and the Indemnified Party shall have reasonably concluded that (i) there may be legal defenses available to it that are inconsistent with those defenses available to the Indemnifying Party, or (ii) if there is a conflict of interest that would prevent counsel for the Indemnifying Party from also representing the Indemnified Party (clauses (i) and (ii) collectively, “Differences or Conflicts”), then the Indemnified Party shall have the right to engage separate counsel at the cost and expense of the Indemnifying Party. The indemnifying party If the Indemnified Party joins in any such Third Party Action, the Indemnifying Party shall have full authority authority, absent any Differences or Conflicts, to determine all action to be taken with respect thereto. At any time after the commencement of defense of any Third Party Action, the Indemnifying Party may request the Indemnified Party to agree in writing to the abandonment of such contest or to the payment, compromise or settlement by the Indemnifying Party of the asserted Third Party Action, which consent, absent any Differences or Conflicts, shall not be unreasonably withheld; provided, however, that such consent of the indemnifying party will Indemnified Party shall not have be required in the authority to subject event the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claim, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. If the indemnifying party shall have assumed the defense of an Indemnity Claim, the indemnified party shall agree to any settlementpayment, compromise or discharge of an Indemnity Claim that settlement by the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount Indemnifying Party of the liability in connection with such Indemnity Claimasserted Third Person Action (i) involves only the payment of money, which releases and not the indemnified party completely in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense imposition of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction injunctive or other equitable relief relief, (ii) unconditionally releases the Indemnified Party from all liability arising out of such Third Person Action, and (iii) does not include a statement as to or relief for other than money damages against an admission of fault on the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion part of the Indemnity Claim can be so separated from that for money damages, the indemnifying party shall be entitled to assume the defense of the portion relating to money damagesIndemnified Party.

Right to Contest and Defend. The indemnifying party shall be entitled at its cost and expense to contest and defend by all appropriate legal proceedings any Indemnity Claim Matter with respect to which it is called upon to indemnify the indemnified party under the provisions of this Agreement; provided, that notice of the intention so to so contest shall be delivered by the indemnifying party to the indemnified party within 20 days from the date of receipt by the indemnifying party of notice by the indemnified party of the assertion of the Indemnity ClaimMatter. If the indemnifying party has elected to assume the defense of any Matter, except as otherwise provided in this Section 11.4, the indemnifying party will not be liable for any legal expenses subsequently incurred by the indemnified party in connection with the defense thereof; provided, however, that if the indemnifying party fails to notify the indemnified party of its intent to assume the defense of the Matter within such 20-day period, the indemnified party may assume its own defense, and the indemnifying party will be liable for any reasonable expenses thereof. Any such contest may be conducted in the name and on behalf of the indemnifying party or the indemnified party as may be appropriate. Such contest shall be conducted and prosecuted diligently to a final conclusion or settled in accordance with this Section 7.4 by reputable counsel employed by the indemnifying party and not reasonably objected to by the indemnified party, but the indemnified party shall have the right but not the obligation to participate in such proceedings and to be represented by counsel of its own choosing at its sole cost and expense. The indemnifying party shall have full authority to determine all action to be taken with respect thereto; provided, however, that the indemnifying party will not have the authority to subject the indemnified party to any obligation whatsoever, other than the performance of purely ministerial tasks or obligations not involving material expense. If the indemnifying party does not elect to contest any such Indemnity Claim or elects to contest such Indemnity Claim but fails diligently and promptly to prosecute or settle such claimparticular Matter, the indemnifying party shall be bound by the result obtained with respect thereto by the indemnified party. At any time after the commencement of the defense of any Matter, the indemnifying party may request the indemnified party to agree in writing to the abandonment of such contest or to the payment or compromise by the indemnified party of the asserted Matter, whereupon such action shall be taken unless the indemnified party reasonably determines that the contest should be continued, and so notifies the indemnifying party in writing within 15 days of such request from the indemnifying party. If the indemnifying party ultimately determines that the contest should be continued, all legal fees and disbursements and other expenses associated with continuing the contest shall have assumed be borne by the defense of an Indemnity Claim, indemnifying party. If the indemnified party shall agree to any settlement, compromise or discharge of an Indemnity Claim determines that the indemnifying party may recommend and that by its terms obligates the indemnifying party to pay the full amount of the liability in connection with such Indemnity Claim, which releases the indemnified party completely in connection with such Indemnity Claim and which would not otherwise adversely affect the indemnified party. Notwithstanding the foregoing, the indemnifying party shall not contest should be entitled to assume the defense of any Indemnity Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by the indemnified party in defending such Indemnity Claim) if the Indemnity Claim seeks an order, injunction or other equitable relief or relief for other than money damages against the indemnified party which the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Indemnity Claim can be so separated from that for money damagescontinued, the indemnifying party shall be entitled liable hereunder only to assume the defense extent of the portion relating amount that the other party to money damagesthe contested Matter had agreed unconditionally to accept in payment or compromise as of the time the indemnifying party made its request therefor to the indemnified party. The indemnified party shall not settle any Matter for which it is seeking indemnification without the prior written consent of the indemnifying party (which consent shall not be unreasonably withheld).