Common use of Right to Defend, Etc Clause in Contracts

Right to Defend, Etc. If the facts giving rise to any such indemnification shall involve any actual claim or demand by any third party against a Buyer Indemnified Party or a Seller Indemnified Party (referred to hereinafter as an "INDEMNIFIED PARTY"), the indemnifying parties shall be entitled to notice of and entitled (without prejudice to the right of any Indemnified Party to participate at its own expense through counsel of its own choosing) to defend or prosecute such claim at their expense and through counsel of their own choosing if they give written notice of their intention to do so no later than the time by which the interests of the Indemnified Party would be materially prejudiced as a result of its failure to have received such notice; provided, however, that if the defendants in any action shall include both the indemnifying parties and an Indemnified Party, and the Indemnified Party shall have reasonably concluded that counsel selected by the indemnifying parties has a conflict of interest because of the availability of different or additional defenses to the Indemnified Party, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the indemnifying party (or parties). The Indemnified Party shall cooperate fully in the defense of such claim and shall make available to the indemnifying parties pertinent information under its control relating thereto, but shall be entitled to be reimbursed, as provided in this SECTION 11, for all costs and expenses incurred by it in connection therewith.

Right to Defend, Etc. If Within forty-five (45) days after the facts giving rise to any such indemnification shall involve any actual written assertion against an Indemnified Party by a third person of a claim or demand by any third party against a Buyer Indemnified Party or a Seller Indemnified Party (referred to hereinafter as an "INDEMNIFIED PARTY"), liability which would entitle the indemnifying parties shall be entitled to notice of and entitled (without prejudice to the right of any Indemnified Party to participate at its own expense through counsel of its own choosingindemnification under Section 8(a) to defend or prosecute such claim at their expense and through counsel of their own choosing if they 8(b), as the case may be, the Indemnified Party shall give written notice of their intention the claim to do so no later than the time by which party obligated to indemnify it (the “Indemnifying Party”). Failure to give such notice, or delay materially prejudicial to the interests of the Indemnified Party would be materially prejudiced as a result of its failure to have received such notice; provided, however, that if the defendants in any action shall include both the indemnifying parties and an Indemnified Indemnifying Party, and shall release the Indemnified Indemnifying Party of any obligation of indemnification with respect to such claim or liability. Upon receipt of timely notice, the Indemnifying Party shall have reasonably concluded that counsel selected by undertake the indemnifying parties has a conflict responsibility for the defense of interest because of the availability of different or additional defenses to the Indemnified Partysuch claim, the at its own expense. The Indemnified Party shall have the right to select separate participate at its own expense and through counsel of its own choosing in contesting and defending against any such claim and in any litigation, proceedings, or settlement negotiations with respect thereto. If, within fifteen (15) days after delivery of the notice of claim by the Indemnified Party, the Indemnifying Party fails to advise the Indemnified Party of its agreement to contest and defend against any such claim or if the Indemnifying Party does not participate in such litigation, proceeding or settlement negotiations, for any reason, then the defense of such action on its behalfIndemnified Party shall have the right, at the expense of Indemnifying Party’s expense, to take such action as it deems appropriate to defend, contest, settle or compromise any such claim or liability, and the indemnifying party (or parties). The Indemnifying Party agrees to be bound by any and all rulings, judgments, compromises, and settlements reached by the Indemnified Party shall cooperate fully in good faith, in the defense of such claim and shall make available to the indemnifying parties pertinent information under its control relating thereto, but shall be entitled to be reimbursed, same manner as provided in this SECTION 11, for all costs and expenses incurred by if it in connection therewithparticipated therein.

Right to Defend, Etc. If the facts giving rise to any such indemnification shall involve any actual claim or demand by any third party against a Buyer Indemnified Party or a Seller Indemnified Party (referred to hereinafter as an "INDEMNIFIED PARTYIndemnified Party"), the indemnifying parties shall be entitled to notice of and entitled (without prejudice to the right of any Indemnified Party to participate at its own expense through counsel of its own choosing) to defend or prosecute such claim at their expense and through counsel of their own choosing if they give written notice of their intention to do so no later than the time by which the interests of the Indemnified Party would be materially prejudiced as a result of its failure to have received such notice; provided, however, that if the defendants in any action shall include both the indemnifying parties and an Indemnified Party, and the Indemnified Party shall have reasonably concluded that counsel selected by the indemnifying parties has have a conflict of interest because of the availability of different or additional defenses to the Indemnified Partydefenses, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its own behalf, at the expense of the indemnifying party (or parties). The Indemnified Party shall cooperate fully in the defense of such claim and shall make available to the indemnifying parties pertinent information under its control relating thereto, but shall be entitled to be reimbursed, as provided in this SECTION 11, for all costs and expenses incurred by it in connection therewith.

Right to Defend, Etc. If the facts giving rise to any such indemnification under this Article 8 shall involve any actual claim or demand by any third party person against a Buyer any of the indemnified parties relating to the Shareholder Indemnified Party Liabilities or a Seller the Premiere Indemnified Party Liabilities (referred to hereinafter as an "INDEMNIFIED PARTYIndemnified Claim"), the indemnifying parties party shall be entitled to notice of and entitled (without prejudice such Indemnified Claim. If the indemnified party shall fail to provide the right of any Indemnified Party to participate at its own expense through counsel of its own choosing) to defend or prosecute such claim at their expense and through counsel of their own choosing if they give written indemnifying party with notice of their intention such Indemnified Claim prior to do so no later than the time by which the interests of the Indemnified Party indemnifying party would be materially prejudiced as a result of its failure to have received such notice, the amount of any indemnification to be paid to such indemnified party with respect to such Indemnified Claim shall be reduced by the amount of any loss actually sustained by the indemnifying party as a result of such prejudice. The indemnifying party shall be entitled (without prejudice to the right of the indemnified party to participate at its own expense through counsel of its own choosing in the defense or prosecution of such Indemnified Claim; providedPROVIDED that such participation shall not affect the right of the indemnifying party to control such defense or prosecution on behalf of the indemnified party) to defend or prosecute such Indemnified Claim at its or their expense and through counsel reasonably satisfactory to the indemnified party. At any time following written notice from the indemnified party of an Indemnified Claim, howeverthe indemnifying party may assume the defense or prosecution of such Indemnified Claim by providing a written undertaking of their agreement to assume the defense or prosecution of such Indemnified Claim at their sole cost and expense in accordance with this Agreement; PROVIDED, HOWEVER, that any indemnified party may defend or prosecute such Indemnified Claim with reputable attorneys of its own choosing until it shall have received the foregoing notice from the indemnifying party; PROVIDED, FURTHER, that if the defendants in any action shall include both the indemnifying parties party and an Indemnified Partythe indemnified party, and the Indemnified Party any such indemnified party shall have reasonably concluded that counsel selected by the indemnifying parties party has a conflict of interest which under the Rules of Professional Conduct of the California Bar Association would prohibit the representation because of the availability of different or additional defenses to the Indemnified Partyany such indemnified party, the Indemnified Party such indemnified party shall have the right to select separate counsel reasonably acceptable to the indemnifying party to participate in the defense of such action Indemnified Claim on its behalf, at the expense of the indemnifying party, it being understood, however that the indemnifying party (shall not, in connection with any one such action or parties)proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys at any time for such indemnified party. The Indemnified Party indemnified party shall cooperate fully in the defense of such claim any Indemnified Claim hereunder and shall make available to the indemnifying parties party assuming such defense pertinent information (as determined through consultation with attorneys for the indemnified party) under its such indemnified party's control relating thereto, but shall be entitled to be reimbursed, as provided in this SECTION 11, reimbursed for all costs and expenses incurred by it the indemnified party in connection therewith.

Right to Defend, Etc. If the facts giving rise to any such indemnification shall involve any actual claim Claim or demand by any third party against a Seller Indemnified Party or Buyer Indemnified Party or a Seller Indemnified Party (in each case generally referred to hereinafter as an "INDEMNIFIED PARTY"“Indemnified Party”), the indemnifying parties Indemnifying Party shall be entitled to notice of and entitled (without prejudice prejudice) to the right of any Indemnified Party to participate at its own expense through counsel of its own choosing) choosing to defend or prosecute such claim at their its expense and through counsel of their its own choosing if they give it gives written notice of their its intention to do so no later than the time by which the interests of the Indemnified Party would be materially prejudiced as a result of its failure to have received such notice; provided, however, that if the defendants in any action shall include both the indemnifying parties an Indemnifying Party and an Indemnified Party, Party and the Indemnified Party shall have reasonably concluded been advised by its counsel that the counsel selected by the indemnifying parties Indemnifying Party has a conflict of interest because of the availability of different or additional defenses to the Indemnified Party, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the indemnifying party Indemnifying Party; provided, further, however, that if there is more than one Indemnified Party, the Indemnifying Party shall only be required to pay the expense of one additional counsel other than its own. Notwithstanding the foregoing, (i) the failure to so notify the Indemnifying Party within such time as would materially prejudice the Indemnifying Party’s right to defend or parties)prosecute such claim shall relieve such Indemnifying Party of any liability which it may have to any Indemnified Party; and (ii) the Indemnifying Party shall not be required to pay or reimburse the Indemnified Party for any costs or expenses associated with any counsel hired by the Indemnified Party prior to receipt of such notice by the Indemnifying Party. The Indemnified Party shall cooperate fully in the defense of such claim and shall make available to the indemnifying parties Indemnifying Party pertinent information under its control relating thereto, but shall be entitled to be reimbursed, as provided in this SECTION 11Article XI, for all out-of-pocket costs and expenses payable to third parties incurred by it in connection therewith. If any Indemnifying Party assumes the defense of any such claim, the Indemnifying Party will hold the Indemnified Party harmless from and against any and all damages arising out of any settlement approved by such Indemnifying Party or any judgment in connection with such claim or litigation. Payment by an Indemnifying Party to an Indemnified Party shall be made within ten days after demand, unless there is a claim or demand by a third party in which event payment shall be made within ten days after final judgment, settlement or compromise, as the case may be.

Right to Defend, Etc. If the facts giving rise to any such indemnification shall involve any actual claim Claim or demand by any third party against a Buyer Seller Indemnified Party or a Seller Purchaser Indemnified Party (in each case generally referred to hereinafter as an "INDEMNIFIED PARTY"“Indemnified Party”), the indemnifying parties Party hereto from whom indemnification is sought (the “Indemnifying Party”), the Indemnified Party shall give notice as promptly as is reasonably practicable, but in any event no later than fifteen (15) business days after receiving written notice thereof, to the Indemnifying Party of the assertion of any Claim, or the commencement of any suit, action or proceeding, by any person or entity not a party hereto, in respect of which indemnity may be sought under this Agreement (which notice shall, to the extent such information is reasonably available, specify in reasonable detail the nature and amount of such claim together with such information as may be necessary for the Indemnifying Party to determine that the limitations in Section 6.5 have been satisfied or do not apply) and the Indemnifying Party shall be entitled to notice of and entitled (without prejudice to the right of any Indemnified Party to participate at its own expense through counsel of its own choosing) choosing to defend or prosecute such claim at their its expense and through counsel of their its own choosing if they give written choosing, in each case, as further described in this Section 6.3. Notwithstanding the foregoing, (i) the failure to so notify the Indemnifying Party within such time shall not relieve such Indemnifying Party of any liability which it may have to any Indemnified Party unless and to the extent materially prejudiced by such delay; and (ii) the Indemnifying Party shall not be required to pay or reimburse the Indemnified Party for any costs or expenses associated with any counsel hired by the Indemnified Party prior to receipt of such notice by the Indemnifying Party. Upon receipt of their intention such notice, the Indemnifying Party shall have the right to do so no later than (a) participate in the defense of any such claim, suit, action or proceeding, and (b) upon notice to the Indemnified Party at any time by which during the interests course of any such claim, suit, action or proceeding, assume the defense thereof with counsel of its own choice, and in the event of such assumption, shall have the right, subject to the terms hereof, to settle or compromise such claim, suit, action or proceeding; provided, that the Indemnifying Party shall not be entitled to assume control of such defense without the consent of the Indemnified Party would (not to be materially prejudiced as a result of its failure unreasonably withheld) if and to have received the extent provided any such noticeaction, suit, proceeding, or claim that seeks non-monetary relief, criminal penalties, or aggregate damages greater than the Indemnifying Party’s potential liability hereunder; provided, further, however, that if the defendants in any action shall include both the indemnifying parties an Indemnifying Party and an Indemnified Party, Party and the Indemnified Party shall have reasonably concluded been advised by its counsel that the counsel selected by the indemnifying parties Indemnifying Party has a conflict of interest because of the availability of different or additional defenses to the Indemnified Party, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the indemnifying party (or parties)Indemnifying Party; provided, further, however, that if there is more than one Indemnified Party, the Indemnifying Party shall only be required to pay the expense of one additional counsel other than its own. The Indemnified Party shall cooperate fully in the defense of such claim and shall make available to the indemnifying parties Indemnifying Party pertinent information under its control relating thereto. If any Indemnifying Party assumes the defense of any such claim, but the Indemnifying Party will hold the Indemnified Party harmless from and against any and all damages arising out of any settlement approved by such Indemnifying Party or any judgment in connection with such claim or litigation pursuant to this Article 6; subject to the limitation set forth in Section 6.5 hereof. Any settlement or compromise made or caused to be made by the Indemnified Party or the Indemnifying Party as the case may be, of any such claim, suit, action or proceeding of the kind referred to in this Section 6.3 shall also be binding upon the Indemnifying Party or the Indemnified Party, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, that (a) no settlement, obligation, restriction or losses shall be entitled imposed on the Indemnified Party as a result of such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld, and (b) the Indemnified Party will not compromise or settle any claim, suit, action or proceeding without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. Whether or not the Indemnifying Party chooses to be reimburseddefend or prosecute any such claim, as provided suit, action or proceeding, all of the parties hereto shall cooperate in this SECTION 11, for all costs and expenses incurred by it in connection therewiththe defense or prosecution thereof.

Right to Defend, Etc. If the facts giving rise to any such indemnification shall involve any actual claim Claim or demand by any third party against a Buyer Seller Indemnified Party or a Seller Purchaser Indemnified Party (in each case generally referred to hereinafter as an "INDEMNIFIED PARTY"“Indemnified Party”), the indemnifying parties Party hereto from whom indemnification is sought (the “Indemnifying Party”), the Indemnified Party shall give notice as promptly as is reasonably practicable, but in any event no later than fifteen (15) business days after receiving written notice thereof, to the Indemnifying Party of the assertion of any Claim, or the commencement of any suit, action or proceeding, by any person or entity not a party hereto, in respect of which indemnity may be sought under this Agreement (which notice shall, to the extent such information is reasonably available, specify in reasonable detail the nature and amount of such claim together with such information as may be necessary for the Indemnifying Party to determine that the limitations in Section 6.5 have been satisfied or do not apply) and the Indemnifying Party shall be entitled to notice of and entitled (without prejudice to the right of any Indemnified Party to participate at its own expense through counsel of its own choosing) choosing to defend or prosecute such claim at their its expense and through counsel of their its own choosing if they give written choosing, in each case, as further described in this Section 6.3. Notwithstanding the foregoing, (i) the failure to so notify the Indemnifying Party within such time shall not relieve such Indemnifying Party of any liability which it may have to any Indemnified Party unless and to the extent materially prejudiced by such delay; and (ii) the Indemnifying Party shall not be required to pay or reimburse the Indemnified Party for any costs or expenses associated with any counsel hired by the Indemnified Party prior to receipt of such notice by the Indemnifying Party. Upon receipt of their intention such notice, the Indemnifying Party shall have the right to do so no later than (a) participate in the defense of any such claim, suit, action or proceeding, and (b) upon notice to the Indemnified Party at any time by which during the interests course of any such claim, suit, action or proceeding, assume the defense thereof with counsel of its own choice, and in the event of such assumption, shall have the right, subject to the terms hereof, to settle or compromise such claim, suit, action or proceeding; provided, that the Indemnifying Party shall not be entitled to assume control of such defense without the consent of the Indemnified Party would (not to be materially prejudiced as a result of its failure unreasonably withheld) if and to have received the extent provided any such noticeaction, suit, proceeding, or claim that seeks non-monetary relief, criminal penalties, or aggregate damages greater than the Indemnifying Party’s potential liability hereunder; provided, further, however, that if the defendants in any action shall include both the indemnifying parties an Indemnifying Party and an Indemnified Party, Party and the Indemnified Party shall have reasonably concluded been advised by its counsel that the counsel selected by the indemnifying parties Indemnifying Party has a conflict of interest because of the availability of different or additional defenses to the Indemnified Party, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the indemnifying party (or parties)Indemnifying Party; provided, further, however, that if there is more than one Indemnified Party, the Indemnifying Party shall only be required to pay the expense of one additional counsel other than its own. The Indemnified Party shall cooperate fully in the defense of such claim and shall make available to the indemnifying parties Indemnifying Party pertinent information under its control relating thereto. If any Indemnifying Party assumes the defense of any such claim, but the Indemnifying Party will hold the Indemnified Party harmless from and against any and all damages arising out of any settlement approved by such Indemnifying Party or any judgment in connection with such claim or litigation pursuant to this Article 6; subject to the limitation set forth in Section 6.5 hereof. Any settlement or compromise made or caused to be made by the Indemnified Party or the Indemnifying Party as the case may be, of any such claim, suit, action or proceeding of the kind referred to in this Section 6.3 shall also be binding upon the Indemnifying Party or the Indemnified Party, as the case may be, in the same manner as if a final judgment or decree had been entered by a court of competent jurisdiction in the amount of such settlement or compromise; provided, that (a) no settlement, obligation, restriction or losses shall be entitled imposed on the Indemnified Party as a result of such settlement or compromise without its prior written consent, which consent shall not be unreasonably withheld, and (b) the Indemnified Party will not compromise or settle any claim, suit, action or proceeding without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. Whether or not the Indemnifying Party chooses to be reimburseddefend or prosecute any such claim, as provided suit, action or proceeding, all of the Parties hereto shall cooperate in this SECTION 11, for all costs and expenses incurred by it in connection therewiththe defense or prosecution thereof.

Right to Defend, Etc. (a) If the facts giving rise to any such indemnification shall involve any actual claim Claim or demand by any third party against a Buyer an Indemnified Party or a Seller Indemnified Party (referred to hereinafter as an "INDEMNIFIED PARTY")Party, the indemnifying parties party shall be entitled to notice of and entitled to defend or prosecute such Claim at its expense and through counsel of its own choosing if it advises in writing of its intention to do so to the Indemnified Party within thirty (30) days after notice of such Claim has been given to the indemnifying party (without prejudice to the right of any Indemnified Party to participate at its own expense through counsel of its own choosing) to defend or prosecute such claim at their expense and through counsel of their own choosing if they give written notice of their intention to do so no later than the time by which the interests of the Indemnified Party would be materially prejudiced as a result of its failure to have received such notice; provided, however, that if the defendants in any action shall include both the indemnifying parties and an Indemnified Party, and the Indemnified Party shall have reasonably concluded that counsel selected by the indemnifying parties has a conflict of interest because of the availability of different or additional defenses to the Indemnified Party, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the indemnifying party (or parties). The Such Indemnified Party shall cooperate fully in the defense and/or settlement of such claim and shall make available to the indemnifying parties pertinent information under its control relating theretoClaim, but shall be entitled to be reimbursed, as provided in this SECTION 11herein, for all costs and expenses incurred by it in connection therewith. No settlement of any Claim may be made without the consent of the indemnifying party, which consent may not be unreasonably withheld; provided, however, that if such indemnifying party has been offered the opportunity to defend such Claim and has elected not to do so then settlement may be made without the consent of the indemnifying party.

Right to Defend, Etc. If the facts giving rise to any such indemnification shall involve any actual claim or demand by any third party Person against a Buyer an Erekesef Indemnified Party or a Seller Global Indemnified Party (referred to hereinafter as an "INDEMNIFIED PARTYIndemnified Party"), the indemnifying parties party shall be entitled to notice of and entitled (without prejudice to the right of any Indemnified Party to participate at its own expense through counsel of its own choosing) to defend or prosecute such claim at their its expense and through counsel of their its own choosing and to control such defense if they give it gives written notice of their its intention to do so no later than the time by which the interests of the Indemnified Party would be materially prejudiced as a result of its failure to have received such notice; providedPROVIDED, howeverHOWEVER, that if the defendants in any action shall include both the indemnifying parties party and an Indemnified Party, and the Indemnified Party shall have reasonably concluded that counsel selected by the indemnifying parties party has a conflict of interest because of the availability of different or additional defenses to the Indemnified Party, the each Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the indemnifying party (or parties)party. The Indemnified Party shall cooperate fully in the defense of such claim and shall make available to the indemnifying parties party pertinent information under its control relating thereto, but shall be entitled to be reimbursed, as provided in this SECTION 1110, for all costs and expenses incurred by it in connection therewith.

Right to Defend, Etc. If the facts giving rise to any such claim for indemnification hereunder shall involve any actual claim or demand by any third party person against a Buyer Indemnified Party or a Seller Indemnified Party (who are referred to hereinafter as an "INDEMNIFIED PARTY"“Indemnified Party”), the indemnifying parties Indemnifying Party shall be entitled to notice of and entitled (without prejudice to the right of any Indemnified Party to participate at its own expense through with counsel of its own choosing) to defend or prosecute such claim at their its own expense and through counsel of their its own choosing if they give it gives written notice of their its intention to do so no later than the time by which the interests of the Indemnified Party would be materially prejudiced as a result of its failure to have received such notice; provided, however, that if the defendants in any action shall include both the indemnifying parties party and an the Indemnified Party, Party and the Indemnified Party shall have reasonably concluded that counsel selected by the indemnifying parties party has a conflict of interest because of the availability of different or additional defenses to the Indemnified Party, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the indemnifying party (or parties)party. The Indemnified Party shall cooperate fully in the defense of such claim and shall make available to the indemnifying parties party pertinent information under its control relating thereto, but shall be entitled to be reimbursed, as provided in this SECTION 11Section 13, for all costs and expenses incurred by it in connection therewith.

Right to Defend, Etc. If the facts giving rise to any such indemnification shall involve any actual claim or demand by any third party against a Buyer Indemnified Party or a Seller Indemnified Party (referred to hereinafter as an "INDEMNIFIED PARTY"), the indemnifying parties shall be entitled to notice of and entitled (without prejudice to the right of any Indemnified Party to participate at its own expense through counsel of its own choosing) to defend or prosecute such claim at their expense and through counsel of their own choosing if they give written notice of their intention to do so no later than the time by which the interests of the Indemnified Party would be materially prejudiced as a result of its failure to have received such notice; provided, however, that if the defendants in any action shall include both the indemnifying parties and an Indemnified Party, and the Indemnified Party shall have reasonably concluded that counsel selected by the indemnifying parties has a conflict of interest because of the availability of different or additional defenses to the Indemnified Party, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the indemnifying party (or parties). The Indemnified Party shall cooperate fully in the defense of such claim and shall make available to the indemnifying parties pertinent information under its control relating thereto, but shall be entitled to be reimbursed, as provided in this SECTION 11, for all costs and expenses incurred by it in connection therewith.and

Right to Defend, Etc. If the facts giving rise to any such indemnification shall involve any actual claim or demand by any third party against a Buyer Indemnified Party or a Seller Indemnified Party (referred to hereinafter as an "INDEMNIFIED PARTYIndemnified Party"), the indemnifying parties shall be entitled to notice of and entitled (without prejudice to the right of any Indemnified Party to participate at its own expense through counsel of its own choosing) to defend or prosecute such claim at their expense and through counsel of their own choosing if they give written notice of their intention to do so no later than the time by which the interests of the Indemnified Party would be materially prejudiced as a result of its failure to have received such notice; provided, however, that if the defendants in any action shall include both the indemnifying parties and an Indemnified Party, and the Indemnified Party shall have reasonably concluded that counsel selected by the indemnifying parties has have a conflict of interest because of the availability of different or additional defenses to the Indemnified Partydefenses, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its own behalf, at the expense of the indemnifying party (or parties). The Indemnified Party shall cooperate fully in the defense of such claim and shall make available to the indemnifying parties pertinent information under its control relating thereto. This subparagraph does not apply to individual claims in an amount below $1,000; provided, but however, notice of any claims within 90 days of Closing shall be entitled to be reimbursed, as provided in this SECTION 11, for all costs and expenses incurred by it in connection therewithrequired.

Right to Defend, Etc. If Within fifteen (15) days after the facts giving rise to any such indemnification shall involve any actual written assertion against an indemnified party by a third person of a claim or demand by any third liability which would entitle the indemnified party against a Buyer Indemnified Party or a Seller Indemnified Party (referred to hereinafter as an "INDEMNIFIED PARTY")damages, the indemnifying parties indemnified party shall be entitled to notice of and entitled (without prejudice to the right of any Indemnified Party to participate at its own expense through counsel of its own choosing) to defend or prosecute such claim at their expense and through counsel of their own choosing if they give written notice of their intention the claim to do so no later than the time by which party obligated to indemnify it ("INDEMNIFYING PARTY"). Failure to give such notice, or delay materially prejudicial to the interests of the Indemnified Party would be materially prejudiced as a result INDEMNIFYING PARTY, shall relieve the INDEMNIFYING PARTY of its failure any obligation of indemnification with respect to have received such claim or liability. Upon receipt of timely notice; provided, however, that if the defendants in any action shall include both the indemnifying parties and an Indemnified Party, and the Indemnified Party shall have reasonably concluded that counsel selected by the indemnifying parties has a conflict of interest because of the availability of different or additional defenses to the Indemnified Party, the Indemnified Party INDEMNIFYING PARTY shall have undertake the right to select separate counsel to participate in responsibility for the defense of such action on claim, at its behalfown expense. If, within fifteen (15) days after delivery of the notice of claim by the indemnified party, the INDEMNIFYING PARTY fails to advise the indemnified party of its agreement to contest and defend against any such claim, or if the INDEMNIFYING PARTY does not participate in such litigation, proceedings, or settlement negotiations, for any reason, then the indemnified party shall have the right, at the expense of INDEMNIFYING PARTY's expense, to take such action as it deems appropriate to defend, contest, settle, or compromise any such claim or liability, and the indemnifying INDEMNIFYING PARTY agrees to be bound by any and all rulings, judgment, compromises, and settlements reached by the indemnified party (or parties). The Indemnified Party shall cooperate fully in good faith, in the defense of such claim and shall make available to the indemnifying parties pertinent information under its control relating thereto, but shall be entitled to be reimbursed, same manner as provided in this SECTION 11, for all costs and expenses incurred by if it in connection therewithhad participated therein.

Right to Defend, Etc. If the facts giving rise to any such indemnification shall an Indemnifiable Claim pursuant to Section 10.2 or 10.3 involve any actual claim Claim or demand by any third party against a Buyer an Indemnified Party or a Seller Indemnified Party (referred to hereinafter as an "INDEMNIFIED PARTY")Party, the indemnifying parties Indemnifying Party shall be entitled to notice of and be entitled (without prejudice to the right of any Indemnified Party to participate at its own expense through counsel of its own choosing) to defend or prosecute such claim Claim at their its expense and through counsel of their its own choosing choosing, which counsel shall be reasonably satisfactory to the Indemnified Party, if they give it gives written notice of their its intention to do so no later than the time by which the interests of to the Indemnified Party would be materially prejudiced as a result of its failure to have received such noticeParty; provided, however, provided that if the defendants in any action shall include both the indemnifying parties an Indemnified Party and an Indemnified Party, Indemnifying Party and the Indemnified Party shall have reasonably concluded concluded, after consultation with the Indemnifying Party, that counsel selected by the indemnifying parties Indemnifying Party has a conflict of interest because of the availability of different or additional legal defenses to the Indemnified Party, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the indemnifying Indemnifying Party. All notices under this Section 10.4 shall be given prior to the time by which the interests of the party (or parties)parties to be notified will be materially prejudiced as a result of the failure to have received such notice. The Such Indemnified Party shall cooperate fully in the defense of such claim Claim and shall make available to the indemnifying parties Indemnifying Party, as the case may be, all pertinent information under its control relating thereto, but shall be entitled to be reimbursed, as provided in this SECTION 11Section 10.2 or 10.3, for all costs and expenses incurred by it in connection therewith.

Right to Defend, Etc. If the facts giving rise to any such indemnification shall pursuant to Section 5.1 involve any actual claim or demand by any third party against a Buyer an Indemnified Party or a Seller Indemnified Party (referred to hereinafter as an "INDEMNIFIED PARTY")Party, the indemnifying parties party shall be entitled to notice of and entitled (without prejudice to the right of any Indemnified Party to participate at its own expense through counsel of its own choosing) to defend or prosecute such claim at their its expense and through counsel of their its own choosing if they give written notice of their intention choosing, which counsel shall be reasonably satisfactory to do so no later than the time by which the interests of the Indemnified Party would be materially prejudiced as a result of its failure to have received such noticeParty; provided, however, that if the defendants in any action shall include both an Indemnified Party and an indemnifying party and there is a material conflict of interest that would prevent counsel for the indemnifying parties and an Indemnified Party, and party from providing suitable representation of the Indemnified Party shall have reasonably concluded that counsel selected by the indemnifying parties has a conflict of interest because of the availability of different or additional legal defenses to the Indemnified Party, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the indemnifying party. All notices under this Section 5.5 must be given prior to the time by which the interests of the party (or parties)parties to be notified will be materially prejudiced as a result of the failure to have received such notice. The failure to give such notice shall not relieve any party of any liability which it may have other than under Section 5.1, except to the extent the party entitled to such notice is prejudiced thereby. The Indemnified Party shall cooperate fully in the defense of such claim and shall make available to the indemnifying parties party, as the case may be, all pertinent information under its control relating thereto, but shall be entitled to be reimbursed, as provided in this SECTION 11Section 5.1, for all reasonable costs and expenses incurred by it in connection therewith.

Right to Defend, Etc. If the facts giving given rise to any such indemnification pursuant to SECTION 14.1 or SECTION 14.2 shall involve any actual claim or demand by any third party against a Buyer Indemnified Party or a Seller Indemnified Party (referred to hereinafter as an "INDEMNIFIED PARTY")indemnified party, the indemnifying parties party shall be entitled to notice of and entitled (without prejudice to the right of any Indemnified Party indemnified party to participate at its own expense through counsel of its own choosing) to defend or prosecute such claim at their its expense and through counsel of their its own choosing choosing, which counsel shall be reasonably satisfactory to the indemnified party, if they give it gives written notice of their its intention to do so no later than to the time by which the interests of the Indemnified Party would be materially prejudiced as a result of its failure to have received such noticeindemnified party; provided, however, that if the defendants in any action shall include both the indemnifying parties an indemnified party and an Indemnified Party, indemnifying party and the Indemnified Party indemnified party shall have reasonably concluded concluded, after consultation with the indemnifying party, that counsel selected by the indemnifying parties party has a conflict of interest because of the availability of different or additional legal defenses to the Indemnified Partyindemnified party, the Indemnified Party indemnified party shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the indemnifying party. All notices under this SECTION 14.3 must be given prior to the time by which the interests of the party (or parties)parties to be notified will be materially prejudiced as a result of the failure to have received such notice. The Indemnified Party failure to give such notice shall not relieve any party of any liability which it may have other than under SECTION 14.1 or SECTION 14.2. Such indemnified party shall cooperate fully in the defense of such claim and shall make available to the indemnifying parties party, as the case may be, all pertinent information under its control relating thereto, but shall be entitled to be reimbursed, as provided in this SECTION 1114.1 or SECTION 14.2, for all costs and expenses incurred by it in connection therewith.

Right to Defend, Etc. If the facts giving rise to any such indemnification shall involve any actual claim Claim or demand by any third party against a Buyer Company Indemnified Party or a Seller Parent Indemnified Party (in each case generally referred to hereinafter as an "INDEMNIFIED PARTY"“Indemnified Party”), the indemnifying parties Indemnifying Party shall be entitled to notice of and entitled (without prejudice prejudice) to the right of any Indemnified Party to participate at its own expense through counsel of its own choosing) choosing to defend or prosecute such claim at their its expense and through counsel of their its own choosing if they give it gives written notice of their its intention to do so no later than the time by which the interests of the Indemnified Party would be materially prejudiced as a result of its failure to have has received such notice; provided, however, that if the defendants in any action shall include both the indemnifying parties an Indemnifying Party and an Indemnified Party, Party and the Indemnified Party shall have reasonably concluded been advised by its counsel that the counsel selected by the indemnifying parties Indemnifying Party has a conflict of interest because of the availability of different or additional defenses to the Indemnified Party, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the indemnifying party Indemnifying Party; provided, further, however, that if there is more than one Indemnified Party, the Indemnifying Party shall only be required to pay the expense of one additional counsel other than its own. Notwithstanding the foregoing, (i) the failure to so notify the Indemnifying Party within such time as would materially prejudice the Indemnifying Party's right to defend or parties)prosecute such claim shall relieve such Indemnifying Party of any liability which it may has to any Indemnified Party; and (ii) the Indemnifying Party shall not be required to pay or reimburse the Indemnified Party for any costs or expenses associated with any counsel hired by the Indemnified Party prior to receipt of such notice by the Indemnifying Party. The Indemnified Party shall cooperate fully in the defense of such claim and shall make available to the indemnifying parties Indemnifying Party pertinent information under its control relating thereto, but shall be entitled to be reimbursed, as provided in this SECTION 11Article IX, for all out-of-pocket costs and expenses payable to third parties incurred by it in connection therewith. If any Indemnifying Party assumes the defense of any such claim, the Indemnifying Party will hold the Indemnified Party harmless from and against any and all damages arising out of any settlement approved by such Indemnifying Party or any judgment in connection with such claim or litigation. Payment by an Indemnifying Party to an Indemnified Party shall be made within ten days after demand, unless there is a claim or demand by a third party in which event payment shall be made within ten days after final judgment, settlement or compromise, as the case may be.

Right to Defend, Etc. If Within seven (7) days after the facts giving rise to any such written assertion against a party which is protected by the indemnification shall involve any actual provisions of Sections 9.1 and 9.2 above (an "Indemnified Party") by a third person of a claim or demand by any third party against a Buyer Indemnified Party or a Seller Indemnified Party (referred to hereinafter as an "INDEMNIFIED PARTY"), liability which would entitle the indemnifying parties shall be entitled to notice of and entitled (without prejudice to the right of any Indemnified Party to participate at its own expense through counsel of its own choosing) to defend or prosecute such claim at their expense and through counsel of their own choosing if they Damages, the Indemnified Party shall give written notice of their intention the claim to do so no later than the time by which party obligated to indemnify it ("Indemnifying Party"). Failure to give such notice, or any delay prejudicial to the interests of the Indemnified Party would be materially prejudiced as a result of its failure to have received such notice; provided, however, that if the defendants in any action shall include both the indemnifying parties and an Indemnified Indemnifying Party, and shall relieve the Indemnified Indemnifying Party of any obligation of indemnification with respect to such claim or liability to the extent the Indemnifying Party is in fact prejudiced by such failure or delay. Upon receipt of timely notice, the Indemnifying Party shall have reasonably concluded that counsel selected by undertake the indemnifying parties has a conflict responsibility for the defense of interest because such claim, at its own expense. If, within seven (7) days after delivery of the availability notice of different or additional defenses to claim by the Indemnified Party, the Indemnifying Party fails to advise the Indemnified Party of its agreement to contest and defend against any such claim, or if the Indemnifying Party does not participate in such litigation, proceedings, or settlement negotiations, for any reason, then the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its behalfright, at the expense of Indemnifying Party's expense, to take such action as it deems appropriate to defend, contest, settle, or compromise any such claim or liability, and the indemnifying party (or parties). The Indemnifying Party agrees to be bound by any and all rulings, judgments, compromises, and settlements reached by the Indemnified Party shall cooperate fully in good faith, in the defense of such claim and shall make available to the indemnifying parties pertinent information under its control relating thereto, but shall be entitled to be reimbursed, same manner as provided in this SECTION 11, for all costs and expenses incurred by if it in connection therewithhas participated therein.

Right to Defend, Etc. If Within seven (7) days after the facts giving rise to any such indemnification shall involve any actual written assertion against an Indemnified Party by a third person of a claim or demand by any third party against a Buyer Indemnified Party or a Seller Indemnified Party (referred to hereinafter as an "INDEMNIFIED PARTY"), liability which would entitle the indemnifying parties shall be entitled to notice of and entitled (without prejudice to the right of any Indemnified Party to participate at its own expense through counsel of its own choosing) to defend or prosecute such claim at their expense and through counsel of their own choosing if they Damages, the Indemnified Party shall give written notice of their intention the claim to do so no later than the time by which party obligated to indemnify it ("Indemnifying Party"). Failure to give such notice, or any delay prejudicial to the interests of the Indemnified Party would be materially prejudiced as a result of its failure to have received such notice; provided, however, that if the defendants in any action shall include both the indemnifying parties and an Indemnified Indemnifying Party, and shall relieve the Indemnified Indemnifying Party of any obligation of indemnification with respect to such claim or liability to the extent the Indemnifying Party is in fact prejudiced by such failure or delay. Upon receipt of timely notice, the Indemnifying Party shall have reasonably concluded that counsel selected by undertake the indemnifying parties has a conflict responsibility for the defense of interest because such claim, at its own expense. If, within seven (7) days after delivery of the availability notice of different or additional defenses to claim by the Indemnified Party, the Indemnifying Party fails to advise the Indemnified Party of its agreement to contest and defend against any such claim, or if the Indemnifying Party does not participate in such litigation, proceedings, or settlement negotiations, for any reason, then the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its behalfright, at the expense of Indemnifying Party's expense, to take such action as it deems appropriate to defend, contest, settle, or compromise any such claim or liability, and the indemnifying party (or parties). The Indemnifying Party agrees to be bound by any and all rulings, judgments, compromises, and settlements reached by the Indemnified Party shall cooperate fully in good faith, in the defense of such claim and shall make available to the indemnifying parties pertinent information under its control relating thereto, but shall be entitled to be reimbursed, same manner as provided in this SECTION 11, for all costs and expenses incurred by if it in connection therewithhas participated therein.

Right to Defend, Etc. (a) If the facts giving rise to any such indemnification Claim shall involve any actual action, lawsuit, proceeding, investigation or other claim or demand by any third third-party against a Buyer Indemnified Party or a Seller an Indemnified Party (referred to hereinafter as an "INDEMNIFIED PARTY"a “Third-Party Claim”), the indemnifying parties party shall be entitled to notice of the Third-Party Claim (provided that failure to notify the indemnifying party shall not relieve it of its obligations hereunder except to the extent that (and only to the extent that) such failure shall have caused the Losses for which the indemnifying party is obligated to be greater than such Losses would have been had the Indemnified Party given prompt notice hereunder) and, subject to Section 8.03(b) below, the indemnifying party shall be entitled to defend or prosecute such Third-Party Claim at its expense and through counsel of its own choosing if it advises the Indemnified Party in writing of its intention to do so within thirty (30) days after notice of such Third-Party Claim has been given to the indemnifying party (without prejudice to the right of any Indemnified Party to participate at its own expense through counsel of its own choosing) to defend or prosecute such claim at their expense and through counsel of their own choosing if they give written notice of their intention to do so no later than the time by which the interests of the Indemnified Party would be materially prejudiced as a result of its failure to have received such notice; provided, however, that if the defendants in any action shall include both the indemnifying parties and an Indemnified Party, and the Indemnified Party shall have reasonably concluded that counsel selected by the indemnifying parties has a conflict of interest because of the availability of different or additional defenses to the Indemnified Party, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the indemnifying party (or parties). The Such Indemnified Party shall cooperate fully in the defense and/or settlement of such claim and shall make available to the indemnifying parties pertinent information under its control relating theretoThird-Party Claim, but shall be entitled to be reimbursed, as provided in this SECTION 11, reimbursed for all costs and expenses incurred by it in connection therewith. No settlement of any such Third-Party Claim may be made without the consent of the indemnifying party, which consent may not be unreasonably withheld; provided, however, that if such indemnifying party has been offered the opportunity to defend such Third-Party Claim and has elected not to do so, in that case settlement may be made without the consent of the indemnifying party.

Right to Defend, Etc. If Within fifteen (15) days after the facts giving rise to any such indemnification shall involve any actual written assertion against an indemnified party by a third person of a claim or demand by any third liability which would entitle the indemnified party against a Buyer Indemnified Party or a Seller Indemnified Party (referred to hereinafter as an "INDEMNIFIED PARTY")damages, the indemnifying parties indemnified party shall be entitled to notice of and entitled (without prejudice to the right of any Indemnified Party to participate at its own expense through counsel of its own choosing) to defend or prosecute such claim at their expense and through counsel of their own choosing if they give written notice of their intention the claim to do so no later than the time by which party obligated to indemnify it ("INDEMNIFYING PARTY"). Failure to give such notice, or delay materially prejudicial to the interests of the Indemnified Party would be materially prejudiced as a result INDEMNIFYING PARTY, shall relieve the INDEMNIFYING PARTY of its failure any obligation of indemnification with respect to have received such claim or liability. Upon receipt of timely notice; provided, however, that if the defendants in any action shall include both the indemnifying parties and an Indemnified Party, and the Indemnified Party shall have reasonably concluded that counsel selected by the indemnifying parties has a conflict of interest because of the availability of different or additional defenses to the Indemnified Party, the Indemnified Party INDEMNIFYING PARTY shall have undertake the right to select separate counsel to participate in responsibility for the defense of such action on claim, at its behalfown expense. If, within fifteen (15) days after delivery of the notice of claim by the indemnified party, the INDEMNIFYING PARTY fails to advise the indemnified party of its agreement to contest and defend against any such claim, or if the INDEMNIFYING PARTY does not participate in such litigation, proceedings, or settlement negotiations, for any reason, then the indemnified party shall have the right, at the expense of INDEMNIFYING PARTY's expense, to take such action as it deems appropriate to defend, contest, settle, or compromise any such claim or liability, and the indemnifying INDEMNIFYING PARTY agrees to be bound by any and all rulings, judgments, compromises, and settlements reached by the indemnified party (or parties). The Indemnified Party shall cooperate fully in good faith, in the defense of such claim and shall make available to the indemnifying parties pertinent information under its control relating thereto, but shall be entitled to be reimbursed, same manner as provided in this SECTION 11, for all costs and expenses incurred by if it in connection therewithhad participated therein.

Right to Defend, Etc. If the facts giving rise to any such indemnification shall involve any actual or threatened claim or demand by any other third party against a Buyer an Indemnified Party or a Seller the Surviving Corporation, the Indemnified Party (referred may upon written request require the Indemnifying Party, at the expense of the Indemnifying Party through counsel of its own choosing, to hereinafter defend or prosecute such claim or demand in the name of the Indemnified Party or the Surviving Corporation, as an "INDEMNIFIED PARTY")the case may be, the indemnifying parties shall be entitled to notice of and entitled (without prejudice to the right of any the Indemnified Party or the Surviving Corporation to participate at its own expense through counsel of its own choosing) to defend or prosecute such claim at their expense and through counsel of their own choosing if they give written notice of their intention to do so no later than the time by which the interests of the Indemnified Party would be materially prejudiced as a result of its failure to have received such notice; provided, however, that if the defendants in any action shall include both the indemnifying parties and an Indemnified Party, and the Indemnified Party shall have reasonably concluded that counsel selected by the indemnifying parties has a conflict of interest because of the availability of different or additional defenses to the Indemnified Party, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the indemnifying party (or parties). The Indemnified Party shall cooperate fully in the defense or prosecution of said claim or demand, including providing the Indemnifying Party with access to such books and records of the Surviving Corporation or the Acquiror in the possession of the Indemnifying Party, which shall be reasonably deemed by the Indemnifying Party to relate to said claim or demand and shall make available to the indemnifying parties pertinent information under its control relating thereto, but shall be entitled to be reimbursed, as provided in this SECTION 11Sections 7.3, 11.2, 11.3 or 11.6, for all costs and expenses incurred by it in connection therewith. No settlement shall be effected by an Indemnified Party to which it may claim indemnification from an Indemnifying Party without the consent of the Indemnifying Party but such consent shall not be unreasonably withheld.

Right to Defend, Etc. If the facts giving rise to any such claim for indemnification hereunder shall involve any actual claim or demand by any third party person against a Buyer Red Cross Indemnified Party or a Seller Indemnified Party (who are referred to hereinafter as an "INDEMNIFIED PARTY"“Indemnified Party”), the indemnifying parties party shall be entitled to notice of and entitled (without prejudice to the right of any Indemnified Party to participate at its own expense through with counsel of its own choosing) to defend or prosecute such claim at their its own expense and through counsel of their its own choosing if they give it gives written notice of their its intention to do so no later than the time by which the interests of the Indemnified Party would be materially prejudiced as a result of its failure to have received such notice; provided, however, that if the defendants in any action shall include both the indemnifying parties party and an the Indemnified Party, Party and the Indemnified Party shall have reasonably concluded that counsel selected by the indemnifying parties party has a conflict of interest because of the availability of different or additional defenses to the Indemnified Party, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the indemnifying party (or parties)party. The Indemnified Party shall cooperate fully in the defense of such claim and shall make available to the indemnifying parties party pertinent information under its control relating thereto, but shall be entitled to be reimbursed, as provided in this SECTION 11Section, for all reasonable costs and expenses incurred by it in connection therewith.

Right to Defend, Etc. If the facts giving rise to any such claim for indemnification hereunder shall involve any actual claim or demand by any third party person against a Buyer Indemnified Party or a Seller Indemnified Party (who are referred to hereinafter as an "INDEMNIFIED PARTYIndemnified Party"), the indemnifying parties party shall be entitled to notice of and entitled (without prejudice to the right of any Indemnified Party to participate at its own expense through with counsel of its own choosing) to defend or prosecute such claim at their its own expense and through counsel of their its own choosing if they give it gives written notice of their its intention to do so no later than the time by which the interests of the Indemnified Party would be materially prejudiced as a result of its failure to have received such notice; provided, however, that if the defendants in any action shall include both the indemnifying parties party and an the Indemnified Party, Party and the Indemnified Party shall have reasonably concluded that counsel selected by the indemnifying parties party has a conflict of interest because of the availability of different or additional defenses to the Indemnified Party, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the indemnifying party (or parties)party. The Indemnified Party shall cooperate fully in the defense of such claim and shall make available to the indemnifying parties party pertinent information under its control relating thereto, but shall be entitled to be reimbursed, as provided in this SECTION 11Section 12, for all costs and expenses incurred by it in connection therewith.

Right to Defend, Etc. If the facts giving rise to any such indemnification shall involve any actual claim or demand by any third party Person against a Buyer an Erekesef Indemnified Party or a Seller Global Indemnified Party (referred to hereinafter as an "INDEMNIFIED PARTYIndemnified Party"), the indemnifying parties party shall be entitled to notice of and entitled (without prejudice to the right of any Indemnified Party to participate at its own expense through counsel of its own choosing) to defend or prosecute such claim at their its expense and through counsel of their its own choosing and to control such defense if they give it gives written notice of their its intention to do so no later than the time by which the interests of the Indemnified Party would be materially prejudiced as a result of its failure to have received such notice; provided, however, that if the defendants in any action shall include both the indemnifying parties party and an Indemnified Party, and the Indemnified Party shall have reasonably concluded that counsel selected by the indemnifying parties party has a conflict of interest because of the availability of different or additional defenses to the Indemnified Party, the each Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the indemnifying party (or parties)party. The Indemnified Party shall cooperate fully in the defense of such claim and shall make available to the indemnifying parties party pertinent information under its control relating thereto, but shall be entitled to be reimbursed, as provided in this SECTION 11Section 10, for all costs and expenses incurred by it in connection therewith.

Right to Defend, Etc. (a) If the facts giving rise to any such indemnification shall involve any actual claim Claim or demand by any third party against a Buyer an Indemnified Party or a Seller Indemnified Party (referred to hereinafter as an "INDEMNIFIED PARTY")Party, the indemnifying parties party shall be entitled to notice of and entitled to defend or prosecute such Claim at its expense and through counsel of its own choosing if it advises the Indemnified Party in writing of its intention to do so within thirty (30) days after notice of such Claim has been given to the indemnifying party (without prejudice to the right of any Indemnified Party to participate at its own expense through counsel of its own choosing) to defend or prosecute such claim at their expense and through counsel of their own choosing if they give written notice of their intention to do so no later than the time by which the interests of the Indemnified Party would be materially prejudiced as a result of its failure to have received such notice; provided, however, that if the defendants in any action shall include both the indemnifying parties and an Indemnified Party, and the Indemnified Party shall have reasonably concluded that counsel selected by the indemnifying parties has a conflict of interest because of the availability of different or additional defenses to the Indemnified Party, the Indemnified Party shall have the right to select separate counsel to participate in the defense of such action on its behalf, at the expense of the indemnifying party (or parties). The Such Indemnified Party shall cooperate fully in the defense and/or settlement of such claim and shall make available to the indemnifying parties pertinent information under its control relating theretoClaim, but shall be entitled to be reimbursed, as provided in this SECTION 11, reimbursed for all costs and expenses incurred by it in connection therewith. No settlement of any Claim may be made without the consent of the indemnifying party, which consent may not be unreasonably withheld; provided, however, that if such indemnifying party has been offered the opportunity to defend such Claim and has elected not to do so then settlement may be made without the consent of the indemnifying party.