Common use of Third Person Claims Clause in Contracts

Third Person Claims. The Indemnified Person shall have the right to conduct and control, through counsel of its choosing, the defense, compromise or settlement of any third Person claim, action or suit against such Indemnified Person as to which indemnification will be sought by any Indemnified Person from the Indemnitors hereunder, and in any such case the Indemnitors shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnified Person in connection therewith; provided, that the Indemnitors may participate, through counsel chosen by them and at their own expense, in the defense of any such claim, action or suit as to which the Indemnified Person has so elected to conduct and control the defenses thereof; and provided, further, that the Indemnified Person shall not, without the written consent of the Indemnitors (which written consent shall not be unreasonably withheld), pay, compromise or settle any such claim, action or suit, except that no such consent shall be required if, following a written request from the Indemnified Person, the Indemnitors shall fail, within 14 days after the making of such request, to acknowledge and agree in writing that, if such claim, action or suit shall be adversely determined, the Indemnitors have an obligation to provide indemnification hereunder to such Indemnified Person. Notwithstanding the foregoing, the Indemnified Person shall have the right to pay, settle or compromise any such claim, action or suit without such consent; provided, that in such event the Indemnified Person shall waive any right to indemnity therefor hereunder unless such consent is unreasonably withheld.

Third Person Claims. The Indemnified Person Indemnitor shall have the right to conduct and control, through assume the defense of any Third Person Claim at the sole expense of the Indemnitor with counsel selected by the Indemnitor. If the Indemnitor so assumes the defense of its choosingsuch Third Person Claim, the defenseIndemnified Party shall have the right to employ separate counsel and to participate in the defense thereof, compromise or settlement of any third Person claim, action or suit against such Indemnified Person as to which indemnification will be sought by any Indemnified Person from the Indemnitors hereunder, and in any such case the Indemnitors shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such including all conferences, discovery proceedings, hearings, trials and appeals appeals, provided, that the fees and expenses of such separate counsel shall be at the sole expense of the Indemnified Party. If the Indemnitor so assumes the defense of any Third Person Claim, (a) the Indemnitor shall promptly deliver to the Indemnified Party copies of all material written notices and documents (including court papers) received by the Indemnitor relating to the Third Person Claim and shall keep the Indemnified Party reasonably apprised of the status of such defense and (b) the Indemnified Party shall cooperate with the Indemnitor in such defense and make available, on a timely basis, to the Indemnitor all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or under the Indemnified Party’s control relating thereto as may be is reasonably requested by the Indemnified Indemnitor, all at the sole expense of the Indemnitor. With respect to any Third Person in connection therewith; providedClaim, that neither of the Indemnitors may participate, through counsel chosen by them and at their own expense, in the defense of any such claim, action or suit as to which Indemnitor nor the Indemnified Party shall admit any liability with respect to or pay, settle, compromise or discharge, or offer to pay, settle, compromise or discharge, such Third Person has so elected to conduct and control the defenses thereof; and provided, further, that the Indemnified Person shall not, Claim without the other Indemnitor’s or Indemnified Party’s (as applicable) prior written consent, such consent of the Indemnitors (which written consent shall not to be unreasonably withheld), payconditioned or delayed, unless such admission, payment, settlement, compromise or settle any discharge includes the giving by each claimant or plaintiff to each of the Indemnitor and the Indemnified Party and their respective Affiliates of a release from all liability in respect of such claim, action or suit, except that no such consent shall be required if, following a written request from the Indemnified Person, the Indemnitors shall fail, within 14 days after the making of such request, to acknowledge and agree in writing that, if such claim, action or suit shall be adversely determined, the Indemnitors have an obligation to provide indemnification hereunder to such Indemnified Person. Notwithstanding the foregoing, the Indemnified Person shall have the right to pay, settle or compromise any such claim, action or suit without such consent; provided, that in such event the Indemnified Person shall waive any right to indemnity therefor hereunder unless such consent is unreasonably withheld.

Third Person Claims. The 10.5.1 Subject to Section 10.5.2, the Indemnified Person Party shall have the right to conduct and control, through counsel of its choosing, the defense, compromise or settlement of any third Person claim, action or suit against such Indemnified Person Party as to which indemnification will be sought by any Indemnified Person Party from the Indemnitors any Indemnitor hereunder, and in any such case the Indemnitors Indemnitor shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnified Person Party in connection therewith; provided, that (i) the Indemnitors Indemnitor may participate, through counsel chosen by them it and at their its own expense, in the defense of any such claim, action or suit as to which the Indemnified Person Party has so elected to conduct and control the defenses defense thereof; and provided, further, that (ii) the Indemnified Person Party shall not, without the written consent of the Indemnitors Indemnitor (which written consent shall not be unreasonably withheld), pay, compromise or settle any such claim, action or suit, except that no such consent shall be required if, following a written request from the Indemnified PersonParty, the Indemnitors Indemnitor shall fail, within 14 days after the making of such request, to acknowledge and agree in writing that, if such claim, action or suit shall be adversely determined, the Indemnitors have such Indemnitor has an obligation to provide indemnification hereunder to such Indemnified PersonParty. Notwithstanding the foregoing, the Indemnified Person Party shall have the right to pay, settle or compromise any such claim, action or suit without such consent; provided, provided that in such event the Indemnified Person Party shall waive any right to indemnity therefor hereunder unless such consent is was unreasonably withheld.

Third Person Claims. The (i) Subject to Section 12.6(ii), the Indemnified Person Party shall have the right to conduct and control, through counsel of its choosing, and at Indemnified Party's expense, the defense, compromise or settlement of any third Person claim, action Claim or suit Proceeding against such Indemnified Person as to which Party whether or not indemnification will be sought by any Indemnified Person Party from the Indemnitors any Indemnifying Party hereunder, and in any such case the Indemnitors Indemnifying Party shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnified Person Party in connection therewith; provided, that the Indemnitors Indemnifying Party may participate, through counsel chosen by them it and at their its own expense, in the defense of any such claim, action Claim or suit Proceeding as to which the Indemnified Person Party has so elected to conduct and control the defenses defense thereof; and provided, further, that the Indemnified Person Party shall not, without the written consent of the Indemnitors Indemnifying Party (which written consent shall not be unreasonably withheld), pay, compromise or settle any such claim, action Claim or suitProceeding, except that no such consent shall be required if, following a written request from the Indemnified PersonParty, the Indemnitors Indemnifying Party shall fail, within 14 21 days after the making of date such requestrequest is deemed delivered, to acknowledge and agree in writing that, if such claim, action Claim or suit Proceeding shall be adversely determined, the Indemnitors have such Indemnifying Party has an obligation to provide indemnification hereunder to such Indemnified PersonParty. Notwithstanding the foregoing, the Indemnified Person shall have the right to pay, settle or compromise any such claim, action or suit without such consent; provided, that in such event the Indemnified Person shall waive any right to indemnity therefor hereunder unless such consent is unreasonably withheld.Party shall

Third Person Claims. The (a) Subject to Section 10.3(b), the Indemnified Person Party shall have the right to conduct and control, through counsel of its choosing, the defense, compromise or settlement of any third Person claim, action or suit against such Indemnified Person Party as to which indemnification will be sought by any Indemnified Person Party from the Indemnitors any Indemnitor hereunder, and in any such case the Indemnitors Indemnitor shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnified Person Party in connection therewith; provided, that (i) the Indemnitors Indemnitor may participate, through counsel chosen by them it and at their its own expense, in the defense of any such claim, action or suit as to which the Indemnified Person Party has so elected to conduct and control the defenses defense thereof; and provided, further, that (ii) the Indemnified Person Party shall not, without the written consent of the Indemnitors Indemnitor (which written consent shall not be unreasonably withheld), pay, compromise or settle any such claim, action or suit, except that no such consent shall be required if, following a written request from the Indemnified PersonParty, the Indemnitors Indemnitor shall fail, within 14 days after the making of such request, to acknowledge and agree in writing that, if such claim, action or suit shall be adversely determined, the Indemnitors have such Indemnitor has an obligation to provide indemnification hereunder to such Indemnified PersonParty. Notwithstanding the foregoing, the Indemnified Person Party shall have the right to pay, settle or compromise any such claim, action or suit without such consent; provided, provided that in such event the Indemnified Person Party shall waive any right to indemnity therefor hereunder unless such consent is unreasonably withheld.

Third Person Claims. The (a) Subject to Section 11.7(b), the Indemnified Person Party shall have the right to conduct and control, through counsel of its choosing, the defense, compromise or settlement of any third Third Person claim, action or suit against such Indemnified Person Party as to which indemnification will be sought by any Indemnified Person Party from the Indemnitors any Indemnitor hereunder, and in any such case the Indemnitors Indemnitor shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnified Person Party in connection therewith; provided, however, that the Indemnitors Indemnitor may participate, through counsel chosen by them it and at their its own expense, in the defense of any such claim, action or suit as to which the Indemnified Person Party has so elected to conduct and control the defenses defense thereof; and provided, further, that the Indemnified Person Party shall not, without the written consent of the Indemnitors Indemnitor (which written consent shall not be unreasonably withheld, conditioned or delayed), pay, compromise or settle any such claim, action or suit, except that no such consent shall be required if, following a written request from the Indemnified PersonParty, the Indemnitors Indemnitor shall fail, within 14 days after the making of such request, to acknowledge and agree in writing that, if such claim, action or suit shall be adversely determined, the Indemnitors have such Indemnitor has an obligation to provide indemnification hereunder to such Indemnified PersonParty. Notwithstanding the foregoing, the Indemnified Person Party shall have the right to pay, settle or compromise any such claim, action or suit without such consent; , provided, however, that in such event the Indemnified Person Party shall waive any right to indemnity therefor hereunder unless such consent is unreasonably withheld.

Third Person Claims. The In the event of any claim for indemnification hereunder resulting from or in connection with any claim, action or legal proceeding by a third Person, the Indemnified Persons shall give such notice thereof to Parent or the Shareholder Representative, as the case may be (the “Indemnifying Person”) as soon as reasonably practicable after such Indemnified Person has actual knowledge thereof; provided, however, that the omission by such Indemnified Person to give notice as provided herein shall not relieve any indemnification obligation under this Article X except to the extent that such omission results in a failure of actual notice to the Indemnifying Person and the Indemnifying Person is damaged as a result of such failure to give notice. At any time after receipt of such notice, the Indemnifying Person shall have the right to conduct and control, through counsel of its choosing, the defense, compromise or settlement of any such third Person claim, action or suit against such Indemnified Person as to which indemnification will be sought by any Indemnified Person from the Indemnitors hereunder, and in legal proceeding. In any such case (a) the Indemnitors Indemnified Person shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnified Indemnifying Person in connection therewith; provided(b) the Indemnifying Person will not be liable to the Indemnified Person for any Expenses of separate counsel for the Indemnified Person subsequently incurred by the Indemnified Person in connection with the defense of such Third Person claim, action or legal proceeding; and (c) the Indemnified Person shall have the right to participate in the defense thereof and, at its own expense, to employ counsel, separate from the counsel employed by the Indemnifying Person, it being understood that the Indemnitors Indemnifying Person will retain control of the defense. Regardless of whether the Indemnifying Person assumes the defense of any third Person claim, action, or legal proceeding, the Indemnified Person shall not admit any liability with respect to, or settle, compromise or discharge, any third Person claim, action or legal proceeding without the Indemnifying Person’s written consent, which consent shall not be unreasonably withheld. If the Indemnifying Person assumes the defense of any such third Person claim, action or legal proceeding, the Indemnifying Person may not settle, compromise or discharge any claim, action or legal proceeding that seeks injunctive or equitable relief against the Indemnified Person without the consent of the Indemnified Person. If the Indemnifying Person elects not to assume the defense of any third Person claim, action or legal proceeding, the Indemnified Person may assume the defense of such claim through counsel of its choosing and such Indemnifying Person shall bear all expenses of counsel for the Indemnified Person, and may participate, through counsel chosen by them it and at their its own expense, in the defense of any such claim, action or suit as to which the Indemnified Person has so elected to conduct and control the defenses thereof; and provided, further, that the Indemnified Person shall not, without the written consent of the Indemnitors (which written consent shall not be unreasonably withheld), pay, compromise or settle any such claim, action or suit, except that no such consent shall be required if, following a written request from the Indemnified Person, the Indemnitors shall fail, within 14 days after the making of such request, to acknowledge and agree in writing that, if such claim, action or suit shall be adversely determined, the Indemnitors have an obligation to provide indemnification hereunder to such Indemnified Person. Notwithstanding the foregoing, the Indemnified Person shall have the right to pay, settle or compromise any such claim, action or suit without such consent; provided, that in such event the Indemnified Person shall waive any right to indemnity therefor hereunder unless such consent is unreasonably withheldlegal proceeding.

Third Person Claims. In the event of any claim for ------------------- indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third Person, the Indemnified Persons shall give such notice thereof to the Indemnitor not later than 20 business days prior to the time any response to the asserted claim is required, if possible, and in any event within 15 days following the date such Indemnified Person has actual knowledge thereof; provided, however, that the omission by such -------- ------- -42- Indemnified Person to give notice as provided herein shall not relieve the Indemnitor of its indemnification obligation under this Article X except to the --------- extent that such omission results in a failure of actual notice to the Indemnifying Person and such Indemnifying Person is materially damaged as a result of such failure to give notice. The Indemnified Person shall have the right to conduct and control, through counsel of its choosing, the defense, compromise or settlement defense of any third Person claim, action or suit against such Indemnified Person as to which indemnification will be sought by any Indemnified Person from the Indemnitors any Indemnitor hereunder, and in any such case the Indemnitors Indemnitor shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnified Person in connection therewith; provided, that the Indemnitors Indemnitor may participate, through counsel chosen -------- by them it and at their its own expense, in the defense of any such claim, action or suit as to which the Indemnified Person has so elected to conduct and control the defenses defense thereof; and provided, further, that the Indemnified Person shall not, -------- ------- without the written consent of the Indemnitors Indemnitor (which written consent shall not be unreasonably withheld), pay, compromise or settle any such claim, action or suit, except that no such consent shall be required if, following a written request from the Indemnified Person, the Indemnitors Indemnitor shall fail, within 14 days after the making of such request, to acknowledge and agree in writing that, if such claim, action or suit shall be adversely determined, the Indemnitors have an obligation to provide indemnification hereunder respond to such Indemnified Person. Notwithstanding the foregoing, the Indemnified Person shall have the right to pay, settle or compromise any such claim, action or suit without such consent; provided, provided that in such event the Indemnified Person shall waive any right to -------- indemnity therefor hereunder unless such consent is unreasonably withheldhereunder.

Third Person Claims. The (a) Subject to Section 10.4(b), the Indemnified Person Party shall have the right to conduct and control, through counsel of its choosing, the defense, compromise or settlement of any third Person claim, action or suit against such Indemnified Person Party as to which indemnification will be sought by any Indemnified Person Party from the Indemnitors any Indemnitor hereunder, and in any such case the Indemnitors Indemnitor shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnified Person Party in connection therewith; provided, that (i) the Indemnitors Indemnitor may participate, through counsel chosen by them it and at their its own expense, in the defense of any such claim, action or suit as to which the Indemnified Person Party has so elected to conduct and control the defenses defense thereof; and provided, further, that (ii) the Indemnified Person Party shall not, without the written consent of the Indemnitors Indemnitor (which written consent shall not be unreasonably withheld), pay, compromise or settle any such claim, action or suit, except that no such consent shall be required if, following a written request from the Indemnified PersonParty, the Indemnitors Indemnitor shall fail, within 14 days after the making of such request, to acknowledge and agree in writing that, if such claim, action or suit shall be adversely determined, the Indemnitors have such Indemnitor has an obligation to provide indemnification hereunder to such Indemnified PersonParty. Notwithstanding the foregoing, the Indemnified Person Party shall have the right to pay, settle or compromise any such claim, action or suit without such consent; provided, provided that in such event the Indemnified Person Party shall waive any right to indemnity therefor hereunder unless such consent is unreasonably withheld.

Third Person Claims. The Indemnified Person Parent Group Member to be indemnified hereunder shall have the right to conduct and control, through counsel of its choosing, the defense, compromise or settlement of any third Person claim, action or suit against such Indemnified Person Parent Group Member as to which indemnification will be sought by any Indemnified Person from the Indemnitors such Parent Group Member hereunder, and in any such case the Indemnitors Representative shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnified Person Parent Group Member in connection therewith; provided, however, that the Indemnitors Representative may participate, through counsel chosen by them it and at their its own expense, in the defense of any such claim, action or suit as to which the Indemnified Person Parent Group Member has so elected to conduct and control the defenses defense thereof; and provided, further, provided further that the Indemnified Person Parent Group Member shall not, without the written consent of the Indemnitors Representative (which written consent shall not be unreasonably withheldwithheld or delayed), pay, compromise or settle any such claim, action or suit, except that no such consent shall be required if, following a written request from the Indemnified PersonParent Group Member, the Indemnitors Representative shall fail, within 14 days after the making of such request, to acknowledge and agree in writing that, if such claim, action or suit shall be adversely determined, the Indemnitors have an obligation such Parent Group Member shall be entitled to provide indemnification hereunder to such Indemnified Personhereunder. Notwithstanding the foregoing, the Indemnified Person Parent Group Member shall have the right to pay, settle or compromise any such claim, action or suit without such consent; provided, provided that in such event the Indemnified Person Parent Group Member shall waive any right to indemnity therefor hereunder unless such consent is unreasonably withheld. If the Representative has the right to conduct and control the defense, compromise or settlement of any Tax administrative or court proceeding or audit relating to Pre-Closing Taxes, the Representative shall not pay, compromise or settle any such proceeding or audit without the written consent of the Parent Group Member (which written consent shall not be unreasonably withheld or delayed).

Third Person Claims. The (a) Subject to paragraph (b) of this SECTION 11.4, the Indemnified Person Party shall have the right to conduct and control, through counsel of its choosing, the defense, compromise or settlement of any third Person claim, action or suit against such Indemnified Person Party as to which indemnification will be sought by any Indemnified Person Party from the Indemnitors any Indemnitor hereunder, and in any such case the Indemnitors Indemnitor shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnified Person Party in connection therewith; providedPROVIDED, that the Indemnitors Indemnitor may participate, through counsel chosen by them it and at their its own expense, in the defense of any such claim, action or suit as to which the Indemnified Person Party has so elected to conduct and control the defenses defense thereof; and providedPROVIDED, furtherFURTHER, that the Indemnified Person Party shall not, without the written consent of the Indemnitors Indemnitor (which written consent shall not be unreasonably withheld), pay, compromise or settle any such claim, action or suit, except that no such consent shall be required if, following a written request from the Indemnified PersonParty, the Indemnitors Indemnitor shall fail, within 14 days after the making of such request, to acknowledge and agree in writing that, if such claim, action or suit shall be adversely determined, the Indemnitors have such Indemnitor has an obligation to provide indemnification hereunder to such Indemnified Person. Notwithstanding the foregoing, the Indemnified Person shall have the right to pay, settle or compromise any such claim, action or suit without such consent; provided, that in such event the Indemnified Person shall waive any right to indemnity therefor hereunder unless such consent is unreasonably withheldParty.

Third Person Claims. The (a) Subject to Section 8.4(b), the Indemnified Person Party shall have the right to conduct and control, through counsel of its choosing, the defense, compromise or settlement of any third Person claim, action or suit against such Indemnified Person Party as to which indemnification will be sought by any Indemnified Person Party from the Indemnitors any Indemnitor hereunder, and in any such case the Indemnitors Indemnitor shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnified Person Party in connection therewith; provided, that the Indemnitors Indemnitor may participate, through counsel chosen by them it and at their its own expense, in the defense of any such claim, action or suit as to which the Indemnified Person Party has so elected to conduct and control the defenses defense thereof; and provided, further, that the Indemnified Person Party shall not, without the written consent of the Indemnitors Indemnitor (which written consent shall not be unreasonably withheld), pay, compromise or settle any such claim, action or suit, except that no such consent shall be required if, following a written request from the Indemnified PersonParty, the Indemnitors Indemnitor shall fail, within 14 ten (10) days after the making of such request, to acknowledge and agree in writing that, if such claim, action or suit shall be adversely determined, the Indemnitors have such Indemnitor has an obligation to provide indemnification hereunder to such Indemnified PersonParty. Notwithstanding the foregoing, the Indemnified Person Party shall have the right to pay, settle or compromise any such claim, action or suit without such consent; provided, provided that in such event the Indemnified Person Party shall waive any right to indemnity therefor hereunder unless such consent is unreasonably withheld.

Third Person Claims. The In the event any Person to be indemnified is entitled to indemnification hereunder based upon a claim asserted by a third Person, ARI shall be given prompt notice thereof in reasonable detail; provided, however, the failure to give prompt notice shall not relieve ARI of any liability hereunder, except to the extent ARI is prejudiced by such failure. ARI shall have the right (without prejudice to the right of any ARL Indemnified Person to participate at its expense through counsel of its own choosing) to defend such claim at its expense and through counsel of its own choosing that is reasonably acceptable to the ARL Indemnified Person if ARI gives notice of its intention to do so not later than twenty (20) days following its receipt of notice of such claim from the ARL Indemnified Person (or such shorter time period as is required so that the interests of the ARL Indemnified Person would not be materially prejudiced as a result of its failure to have received such notice from ARI); provided, however, that if the defendants in any action shall include both ARI and an ARL Indemnified Person and the ARL Indemnified Person shall have reasonably concluded that counsel selected by ARI has a conflict of interest because of the availability of different or additional defenses to the ARL Indemnified Person, the ARL Indemnified Person shall have the right to conduct select separate counsel to participate in the defense of such action on its behalf, at the expense of ARI. ARI shall not have the power to bind the ARL Indemnified Person, without the ARL Indemnified Person’s prior written consent, which shall not be unreasonably withheld, with respect to any settlement pursuant to which anything is required other than the payment of money and controlthen only to the extent that ARI shall make full payment of such money. If ARI does not so choose to defend any such claim asserted by a third Person for which the ARL Indemnified Person would be entitled to indemnification hereunder, through counsel then the ARL Indemnified Person shall be entitled to recover from ARI, on a monthly basis, all of its choosing, the defense, compromise or settlement reasonable attorneys’ fees and other costs and expenses of litigation of any third Person nature whatsoever incurred in the defense of such claim, action or suit against such Indemnified Person as to which indemnification will be sought by any Indemnified Person from the Indemnitors hereunder, and in any such case the Indemnitors shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnified Person in connection therewith; provided, that the Indemnitors may participate, through counsel chosen by them and at their own expense, in . If ARI assumes the defense of any such claim, action or suit as to which ARI will hold the ARL Indemnified Person has so elected to conduct harmless from and control the defenses thereof; against any and provided, further, that the Indemnified Person shall not, without the written consent all damages arising out of the Indemnitors (which written consent shall not be unreasonably withheld), pay, compromise any settlement approved by ARI or settle any judgment in connection with such claim, action claim or suit, except that no such consent shall be required if, following a written request from the Indemnified Person, the Indemnitors shall fail, within 14 days after the making of such request, to acknowledge and agree in writing that, if such claim, action or suit shall be adversely determined, the Indemnitors have an obligation to provide indemnification hereunder to such Indemnified Personlitigation. Notwithstanding the foregoingassumption of the defense of any claim by ARI pursuant to this paragraph, the ARL Indemnified Person shall have the right to payapprove the terms of any settlement of a claim (which approval shall not be unreasonably withheld or delayed). Notwithstanding anything to the contrary contained herein, settle or compromise ARI will not be liable for any such claim, action or suit settlement of a claim effected without such its prior written consent; provided, that in such event the Indemnified Person shall waive any right to indemnity therefor hereunder unless such consent is unreasonably withheld.

Third Person Claims. (a) The Indemnified Person Party shall have the right to conduct and control, through counsel of its choosingchoosing that is acceptable to: (A) Xxx Royal so long as he is employed by Fjord, and thereafter another person mutually agreed upon by the Members and Fjord, and (B) the Indemnitor and the Indemnified Parties (whose consent shall not be unreasonably withheld), the defense, compromise or settlement of any third Person claim, action or suit against such Indemnified involving a third Person as to which indemnification will be sought by any Indemnified Person Party from the Indemnitors any Indemnitor hereunder, and in any such case the Indemnitors Indemnitor shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnified Person Party in connection therewith; provided, that (i) the Indemnitors Indemnitor may participate, through counsel chosen by them it and at their its own expense, in the defense of any such claim, action or suit as to which the Indemnified Person Party has so elected to conduct and control the defenses defense thereof; and provided, further, that (ii) the Indemnified Person Party shall not, without the written consent of the Indemnitors Indemnitor (which written consent shall not be unreasonably withheld), pay, compromise or settle any such claim, action or suit, except that no such consent shall be required if, following a written request from the Indemnified PersonParty, the Indemnitors Indemnitor shall fail, within 14 days after the making of such request, to acknowledge and agree in writing that, if such claim, action or suit shall be adversely determined, the Indemnitors have such Indemnitor has an obligation to provide indemnification hereunder to such Indemnified PersonParty. Notwithstanding the foregoing, the Indemnified Person Party shall have the right to pay, settle or compromise any such claim, action or suit without such consent; , provided, that in such event the Indemnified Person Party shall waive any right to indemnity therefor hereunder unless such consent is unreasonably withheld.

Third Person Claims. The (a) Subject to Section 8.4(b), the Indemnified Person Party shall have the right to conduct and control, through counsel of its choosing, the defense, compromise or settlement of any third Person claim, action or suit against such Indemnified Person Party as to which indemnification will be sought by any Indemnified Person Party from the Indemnitors any Indemnitor hereunder, and in any such case the Indemnitors Indemnitor shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnified Person Party in connection therewith; provided, that the Indemnitors Indemnitor may participate, through counsel chosen by them it and at their its own expense, in the defense of any such claim, action or suit as to which the Indemnified Person Party has so elected to conduct and control the defenses defense thereof; and provided, further, that the Indemnified Person Party shall not, without the written consent of the Indemnitors Indemnitor (which written consent shall not be unreasonably withheld), pay, compromise or settle any such claim, action or suit, except that no such consent shall be required if, following a written request from the Indemnified PersonParty, the Indemnitors Indemnitor shall fail, within 14 days after the making of such request, to acknowledge and agree in writing that, if such claim, action or suit shall be adversely determined, the Indemnitors have such Indemnitor has an obligation to provide indemnification hereunder to such Indemnified PersonParty. Notwithstanding the foregoing, the Indemnified Person Party shall have the right to pay, settle or compromise any such claim, action or suit without such consent; provided, provided that in such event the Indemnified Person Party shall waive any right to indemnity therefor hereunder unless such consent is unreasonably withheld.

Third Person Claims. The Indemnified Person (a) Subject to Section 8.5(b), the Indemnitor shall have the right to conduct and control, through counsel of its choosingchoosing (subject to the consent of the Indemnified Person, which consent shall not be unreasonably withheld), the defense, compromise or settlement of any third such Third Person claim, action or suit Claim against such Indemnified Person Party as to which indemnification will be sought by any Indemnified Person Party from any Indemnitor hereunder if the Indemnitors hereunderIndemnitor has acknowledged and agreed in writing that, if the same is adversely determined, the Indemnitor has an obligation to provide indemnification to the Indemnified Party in respect thereof, and in any such case the Indemnitors Indemnified Party shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnified Person Indemnitor in connection therewith; provided, that the Indemnitors Indemnified Party may participate, through counsel chosen by them it and at their its own expense, in the defense of any such claim, action or suit Third Person Claim as to which the Indemnified Person Indemnitor has so elected to conduct and control the defenses defense thereof; and provided. Notwithstanding anything herein to the contrary, further, that the Indemnified Indemnitor shall not settle or compromise any Third Person shall not, Claim without the prior written consent of the Indemnitors (Indemnified Party which written consent shall not be unreasonably withheld), pay, unless the terms of any settlement or compromise or settle any such claim, action or suit, except that provide for (i) no such consent shall be required if, following a written request from relief other than the payment of monetary damages for which the Indemnified Person, Party will be indemnified in full and (ii) a full release of the Indemnitors shall fail, within 14 days after the making Indemnified Party for all liability in respect of such request, to acknowledge and agree in writing that, if such claim, action claim or suit shall be adversely determined, the Indemnitors have an obligation to provide indemnification hereunder to such Indemnified Person. Notwithstanding the foregoing, the Indemnified Person shall have the right to pay, settle or compromise any such claim, action or suit without such consent; provided, that in such event the Indemnified Person shall waive any right to indemnity therefor hereunder unless such consent is unreasonably withheldlitigation.

Third Person Claims. The Indemnified Person Indemnitor shall have the right to conduct and control, through counsel of its choosing, the defense, compromise or settlement of any third Person person claim, action or suit against such any Indemnified Person Party as to which indemnification will be sought by such Indemnified Party from any Indemnified Person from the Indemnitors Indemnitor hereunder, and in any such case the Indemnitors Indemnified Party shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnified Person Indemnitor in connection therewith; provided, that (a) the Indemnitors Indemnified Party may participate, through counsel chosen by them it and at their its own expense, in the defense of any such claim, action or suit as to which the Indemnified Person Indemnitor has so elected to conduct and control the defenses defense thereof; (b) the Indemnitor shall pay for the fees and provided, further, expenses of such Indemnified Party’s counsel to the extent that such Indemnified Party has been advised by counsel that there is a reasonable likelihood of conflict of interest between the Indemnified Person shall not, without Party and the written consent of Indemnitor; (c) the Indemnitors (which written consent Indemnitor shall not be unreasonably withheld), pay, compromise or settle any such claim, action or suit, except that no such consent shall be required if, following a written request from the Indemnified Person, the Indemnitors shall fail, within 14 days after the making of such request, to acknowledge and agree in writing that, if such claim, action or suit shall be adversely determined, the Indemnitors have an obligation to provide indemnification hereunder to such Indemnified Person. Notwithstanding the foregoing, the Indemnified Person shall have the right to paysettle any third Person claim without the consent of the Indemnified Party unless such settlement (i) releases the Indemnified Party from all past and future liability concerning the subject matter of the action and (ii) has no effect on the business or assets of the Indemnified Party; and (d) the Indemnitor shall have no right to conduct or control any defense of a claim brought by a Governmental Body without the consent of the Indemnified Party. So long as the Indemnitor is defending in good faith any third Person claim as to which indemnification has been sought hereunder, the Indemnified Party shall not settle or compromise any such third Person claim, action or suit without such consent; provided, that in such event the Indemnified Person shall waive any right to indemnity therefor hereunder unless such consent is unreasonably withheld.

Third Person Claims. The Indemnified Person shall have the right to conduct and control(a) Any party seeking indemnification provided for under this Agreement in respect of, through counsel arising out of its choosing, the defense, compromise or settlement of involving a claim or demand made by any third Person claim, action or suit against such the Indemnified Person as to which indemnification will be sought by any Indemnified Person from Party shall notify the Indemnitors hereunderIndemnitor in writing, and in any reasonable detail, of the third-Person claim within fifteen (15) days after receipt by such case Indemnified Party of written notice of the Indemnitors third-Person claim. Thereafter, the Indemnified Party shall cooperate in connection therewith deliver to the Indemnitor, within ten (10) Business Days after the Indemnified Party’s receipt thereof, copies of all notices and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested documents (including court papers) received by the Indemnified Indemnitor relating to the third-Person in connection therewith; provided, that the Indemnitors may participate, through counsel chosen by them and at their own expense, in the defense of any such claim, action or suit as to which the Indemnified Person has so elected to conduct and control the defenses thereof; and provided, further, that the Indemnified Person shall not, without the written consent of the Indemnitors (which written consent shall not be unreasonably withheld), pay, compromise or settle any such claim, action or suit, except that no such consent shall be required if, following a written request from the Indemnified Person, the Indemnitors shall fail, within 14 days after the making of such request, to acknowledge and agree in writing that, if such claim, action or suit shall be adversely determined, the Indemnitors have an obligation to provide indemnification hereunder to such Indemnified Person. Notwithstanding the foregoing, should a party be physically served with a complaint with regard to a third-Person claim, the Indemnified Party shall notify the Indemnitor with a copy of the complaint within ten (10) Business Days after receipt thereof and shall deliver to the Indemnitor within ten (10) Business Days after the receipt of such complaint copies of notices and documents (including court papers) received by the Indemnified Party relating to the third-Person claim. The failure to give notice as provided in this Section 11.5 shall not relieve the Indemnitor of its obligations hereunder except to the extent it shall have been prejudiced by such failure. Any notice of a claim by reason of any of the right representations, warranties or covenants contained in this Agreement shall refer to paythe provision of this Agreement or any other agreement, settle document or compromise instrument executed hereunder or in connection herewith upon which such claim is based and describe in reasonable detail, the facts giving rise to an alleged basis for the claim and the amount of the liability (if known) asserted against the Indemnitor by reason of the claim. Buyer shall be permitted to amend its claim at any such claimtime and from time to time, action prior to the termination date of the applicable representation, warranty or suit without such consent; provided, that in such event the Indemnified Person shall waive any right to indemnity therefor hereunder unless such consent is unreasonably withheldcovenant.

Third Person Claims. The (a) Subject to Section 12.4(b), the ------------------- --------------- Indemnified Person Party shall have the right to conduct and control, through counsel of its choosing, the defense, compromise or settlement of any third Person claim, action or suit against such Indemnified Person Party as to which indemnification will be sought by any Indemnified Person Party from the Indemnitors any Indemnitor hereunder, and in any such case the Indemnitors Indemnitor shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnified Person Party in connection therewith; provided, that the Indemnitors -------- Indemnitor may participate, through counsel chosen by them it and at their its own expense, in the defense of any such claim, action or suit as to which the Indemnified Person Party has so elected to conduct and control the defenses defense thereof; and provided, -------- further, that the Indemnified Person Party shall not, without the written consent of ------- the Indemnitors (which written consent shall not be unreasonably withheld)Indemnitor, pay, compromise or settle any such claim, action or suit, except that no such consent shall be required if, following a written request from suit if the Indemnified Person, the Indemnitors shall fail, within 14 days after the making of such request, to acknowledge Indemnitor has acknowledged and agree agreed in writing that, if such claim, action or suit shall be adversely determined, that the Indemnitors have Indemnitor has an obligation to provide indemnification hereunder to the Indemnified Party in respect thereof (subject to the limitations set forth in Section 12.1 or 12.2, as the ------------ ---- case may be), in which case the Indemnitor shall have the right to conduct and control the defense of such Indemnified Personclaim. Notwithstanding the foregoing, if the Indemnified Person shall have the right to payParty pays, settle settles or compromise compromises any such claim, action or suit without such consent; providedseeking the consent of the Indemnitor, that in such event the Indemnified Person Party shall waive be deemed to have waived any right to indemnity therefor hereunder unless such consent is unreasonably withheldhereunder.

Third Person Claims. The (a) Subject to Section 9.05(b), the Indemnified Person Party shall have the right to conduct and control, through counsel of its choosing, the defense, compromise or settlement of any third Person claim, action or suit against such Indemnified Person Party as to which indemnification will be sought by any Indemnified Person Party from the Indemnitors any Indemnitor hereunder, and in any such case the Indemnitors Indemnitor shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnified Person Party in connection therewith; provided, that (i) the Indemnitors Indemnitor may participate, through counsel chosen by them it and at their its own expense, in the defense of any such claim, action or suit (including, without limitation, any audit or administrative or judicial proceeding related to Taxes) as to which the Indemnified Person Party has so elected to conduct and control the defenses defense thereof; and provided, further, that (ii) the Indemnified Person Party shall not, without the written consent of the Indemnitors Indemnitor (which written consent shall not be unreasonably withheld), pay, compromise or settle any such claim, action or suitsuit (including, without limitation, any audit, assessment, or adjustment related to Taxes), except that no such consent shall be required if, following a written request from the Indemnified PersonParty, the Indemnitors Indemnitor shall fail, within 14 days after the making of such request, to acknowledge and agree in writing that, if such claim, action or suit shall be adversely determined, the Indemnitors have such Indemnitor has an obligation to provide indemnification hereunder to such Indemnified PersonParty. Notwithstanding the foregoing, the Indemnified Person Party shall have the right to pay, settle or compromise any such claim, action or suit without such consent; provided, provided that in such event the Indemnified Person Party shall waive any right to indemnity therefor hereunder unless such consent is was unreasonably withheld.

Third Person Claims. The (a) Subject to Section 7.4(b), the Indemnified Person Party shall have the right to conduct and control, through counsel of its choosing, the defense, compromise or settlement of any third Person claim, action or suit against such Indemnified Person Party as to which indemnification will be sought by any Indemnified Person Party from the Indemnitors any Indemnitor hereunder, and in any such case the Indemnitors Indemnitor shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnified Person Party in connection therewith; provided, that (i) the Indemnitors Indemnitor may participate, through counsel chosen by them it and at their its own expense, in the defense of any such claim, action or suit as to which the Indemnified Person Party has so elected to conduct and control the defenses defense thereof; and provided, further, that (ii) the Indemnified Person Party shall not, without the written consent of the Indemnitors Indemnitor (which written consent shall not be unreasonably withheld), pay, compromise or settle any such claim, action or suit, except that no such consent shall be required if, following a written request from the Indemnified PersonParty, the Indemnitors Indemnitor shall fail, within 14 fourteen (14) calendar days after the making of such request, to acknowledge and agree in writing that, if such claim, action or suit shall be adversely determined, the Indemnitors have such Indemnitor has an obligation to provide indemnification hereunder to such Indemnified PersonParty. Notwithstanding the foregoing, the Indemnified Person Party shall have the right to pay, settle or compromise any such claim, action or suit without such consent; provided, provided that in such event the Indemnified Person Party shall waive any right to indemnity therefor hereunder unless such consent is unreasonably withheld.

Third Person Claims. The (a) Subject to SECTION 11.4(B), the Indemnified Person Party shall have the right to conduct and control, through counsel of its choosing, the defense, compromise or settlement of any third Person claim, action or suit against such Indemnified Person Party as to which indemnification will be sought by any Indemnified Person Party from the Indemnitors any Indemnitor hereunder, and in any such case the Indemnitors Indemnitor shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnified Person Party in connection therewith; provided, that the Indemnitors Indemnitor may participate, through counsel chosen by them it and at their its own expense, in the defense of any such claim, action or suit as to which the Indemnified Person Party has so elected to conduct and control the defenses defense thereof; and provided, further, that the Indemnified Person Party shall not, without the written consent of the Indemnitors Indemnitor (which written consent shall not be unreasonably withheld), pay, compromise or settle any such claim, action or suit, except that no such consent shall be required if, following a written request from the Indemnified PersonParty, the Indemnitors Indemnitor shall fail, within 14 days after the making of such request, to acknowledge and agree in writing that, if such claim, action or suit shall be adversely determined, the Indemnitors have such Indemnitor has an obligation to provide indemnification hereunder to such Indemnified PersonParty. Notwithstanding the foregoing, the Indemnified Person Party shall have the right to pay, settle or compromise any such claim, action or suit without such consent; provided, provided that in such event the Indemnified Person Party shall waive any right to indemnity therefor hereunder unless such consent is unreasonably withheld.

Third Person Claims. (a) The Indemnified Person Indemnitor shall have the right to conduct and control, in good faith and at its expense, through counsel of its choosing, the defense, compromise or settlement of any third Third-Person claim, action or suit against such Indemnified Person as Claim by delivering written notice to which indemnification will be sought by any Indemnified Person from the Indemnitors hereunder, and in any such case the Indemnitors shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnified Party within thirty (30) days after the Indemnitor’s receipt of the Claim Notice relating to such Third-Person in connection therewithClaim; provided, however, that the Indemnitors Indemnified Party may participate, through counsel chosen by them it and at their its own expense, in the defense of any such claim, action or suit Third-Person Claim as to which the Indemnified Person Indemnitor has so elected to conduct and control the defense thereof; provided, further, that notwithstanding the foregoing, the Indemnitor will bear the reasonable expenses of one such separate counsel to the Indemnified Party in each jurisdiction (and shall pay such expenses as incurred) if the defendants in, or targets of, any such Action include both the Indemnified Party and the Indemnitor, and the Indemnified Party shall have reasonably concluded that there are or are reasonably likely to be legal defenses thereofavailable to it which are different from or additional to those available to the Indemnitor or that representation by the same counsel is or is reasonably likely to be a conflict of interest; and provided, further, that the Indemnified Person Indemnitor shall not, without the written consent of the Indemnitors Indemnified Party (which written consent shall not be unreasonably withheld), conditioned or delayed) pay, compromise or settle any such claimThird-Person Claim unless such payment, action settlement or suitcompromise is solely for monetary damages, except that no by its terms obligates the Indemnitor to pay the full amount of the liability in connection with such consent shall be required if, following a written request from Third-Person Claim and includes an unconditional release of the Indemnified Person, the Indemnitors shall fail, within 14 days after the making Party from all liability arising out of such request, to acknowledge and agree in writing that, if such claim, action or suit shall be adversely determined, the Indemnitors have an obligation to provide indemnification hereunder to such Indemnified PersonThird-Person Claim. Notwithstanding the foregoing, the Indemnified Person Party shall have the right to pay, settle or compromise any such claim, action or suit Third-Person Claim without such consent; provided, provided that in such event the Indemnified Person Party shall waive any right to indemnity therefor hereunder unless hereunder. Notwithstanding anything contained herein to the contrary, the Indemnitor shall not be entitled to have sole control over (and if it so desires, the Indemnified Party shall have sole control over) the defense, settlement or compromise of (but the Indemnitor shall nevertheless be required to pay all Losses and Expenses incurred by the Indemnified Party in connection with such consent defense, settlement or compromise to the extent required pursuant to this Article IX): (i) any Third-Person Claim that seeks only an order, injunction or other equitable relief against any Indemnified Party or any of its Affiliates that does not involve the payment of money other than in a de minimis amount or (ii) any Third-Person Claim reasonably expected to have a material adverse financial impact on such Indemnified Party’s business relationship with such Third-Person or its Affiliates that is unreasonably withheldmaterially greater than the amount that would be reasonably expected to be indemnified by the Indemnitor if such Third-Person Claim were adversely determined against such Indemnified Party and Indemnitor.

Third Person Claims. The (a) Subject to Section 5.4(b), the Indemnified Person Party shall have the right to conduct and control, through counsel of its choosing, the defense, compromise or settlement of any third Person claim, action or suit against such Indemnified Person Party as to which indemnification will be sought by any Indemnified Person Party from the Indemnitors any Indemnitor hereunder, and in any such case the Indemnitors Indemnitor shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnified Person Party in connection therewith; provided, that (i) the Indemnitors Indemnitor may participate, through counsel chosen by them it and at their its own expense, in the defense of any such claim, action or suit as to which the Indemnified Person Party has so elected to conduct and control the defenses defense thereof; and provided, further, that (ii) the Indemnified Person Party shall not, without the written consent of the Indemnitors Indemnitor (which written consent shall not be unreasonably withheld), pay, compromise or settle any such claim, action or suit, except that no such consent shall be required if, following a written request from the Indemnified PersonParty, the Indemnitors Indemnitor shall fail, within 14 fourteen (14) days after the making of such request, to acknowledge and agree in writing that, if such claim, action or suit shall be adversely determined, the Indemnitors have such Indemnitor has an obligation to provide indemnification hereunder to such Indemnified PersonParty. Notwithstanding the foregoing, the Indemnified Person Party shall have the right to pay, settle or compromise any such claim, action or suit without such consent; provided, provided that in such event the Indemnified Person Party shall waive any right to indemnity therefor hereunder unless such consent is unreasonably withheld.

Third Person Claims. The (a) Subject to Section 9.5(b), the Indemnified Person Party shall have the right to conduct and control, through counsel of its choosing, the defense, compromise or settlement of any third Person claim, action or suit against such Indemnified Person Party as to which indemnification will be sought by any Indemnified Person Party from the Indemnitors any Indemnitor hereunder, and in any such case the Indemnitors Indemnitor shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnified Person Party in connection therewith; provided, that (i) the Indemnitors Indemnitor may participate, through counsel chosen by them it and at their its own expense, in the defense of any such claim, action or suit as to which the Indemnified Person Party has so elected to conduct and control the defenses defense thereof; and provided, further, that (ii) the Indemnified Person Party shall not, without the written consent of the Indemnitors Indemnitor (which written consent shall not be unreasonably withheld), pay, compromise or settle any such claim, action or suit, except that no such consent shall be required if, following a written request from the Indemnified PersonParty, the Indemnitors Indemnitor shall fail, within 14 days after the making of such request, to acknowledge and agree in writing that, if such claim, action or suit shall be adversely determined, the Indemnitors have such Indemnitor has an obligation to provide indemnification hereunder to such Indemnified PersonParty. Notwithstanding the foregoing, the Indemnified Person Party shall have the right to pay, settle or compromise any such claim, action or suit without such consent; provided, provided that in such event the Indemnified Person Party shall waive any right to indemnity therefor hereunder unless such consent is was unreasonably withheld.

Third Person Claims. The Indemnified Person (a) Subject to subsection (b), the Indemnitee shall have the right to conduct and control, through counsel of its choosing, the defense, compromise compromise, or settlement of any third Person third-person claim, action action, or suit against such Indemnified Person Indemnitee as to which indemnification will be sought by any Indemnified Person Indemnitee from the Indemnitors any Indemnitor hereunder, and in any such case the Indemnitors Indemnitor shall cooperate in connection therewith and shall furnish such records, information information, and testimony and attend such conferences, discovery proceedings, hearings, trials trials, and appeals as may be reasonably requested by the Indemnified Person Indemnitee in connection therewith; provided, that the Indemnitors . The Indemnitor may nevertheless participate, through counsel chosen by them it and at their its own expense, in the defense of any such claim, action action, or suit as to which the Indemnified Person Indemnitee has so elected to conduct and control the defenses defense thereof; and provided, further, that the Indemnified Person . The Indemnitee shall not, without the written consent of the Indemnitors Indemnitor (which written consent shall not be unreasonably withheld), pay, compromise compromise, or settle any such claim, action action, or suit, except that no such consent shall be required if, following a written request from the Indemnified PersonIndemnitee, the Indemnitors Indemnitor shall fail, within 14 fourteen (14) days after the making of such request, to acknowledge and agree in writing that, if such claim, action action, or suit shall be adversely determined, the Indemnitors have such Indemnitor has an obligation to provide indemnification hereunder to such Indemnified Person. Notwithstanding the foregoingIndemnitee, the Indemnified Person nor shall have the right to pay, settle or compromise any such claim, action or suit without such consent; provided, that in such event consent be required if the Indemnified Person shall waive Indemnitee waives any right to indemnity therefor hereunder unless such consent is unreasonably withheldtherefor.

Third Person Claims. The In any third person claim, action or suit against any Indemnified Person Party, then the Indemnitor shall have the right to conduct and control, through counsel of its choosing, the defense, compromise or settlement of any such third Person person claim, action or suit against such Indemnified Person Party as to which indemnification will be sought by any Indemnified Person Party from any Indemnitor hereunder if the Indemnitors hereunderIndemnitor has acknowledged and agreed in writing that, if the same is adversely determined, the Indemnitor has an obligation to provide indemnification to the Indemnified Party in respect thereof, and in any such case the Indemnitors Indemnified Party shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnified Person Indemnitor in connection therewith; provided, that the Indemnitors Indemnified Party may participate, through counsel chosen by them it and at their its own expense, in the defense of any such claim, action or suit as to which the Indemnified Person Indemnitor has so elected to conduct and control the defenses defense thereof; and provided, further, that the Indemnified Person shall not, without the written consent of the Indemnitors (which written consent shall not be unreasonably withheld), pay, compromise or settle any such claim, action or suit, except that no such consent shall be required if, following a written request from the Indemnified Person, the Indemnitors shall fail, within 14 days after the making of such request, to acknowledge and agree in writing that, if such claim, action or suit shall be adversely determined, the Indemnitors have an obligation to provide indemnification hereunder to such Indemnified Person. Notwithstanding the foregoing, the Indemnified Person Party shall have the right to pay, settle or compromise any such claim, action or suit without such consent; providedsuit, provided that in such event the Indemnified Person Party shall waive any right to indemnity therefor hereunder unless the Indemnified Party shall have sought the consent of the Indemnitor to such payment, settlement or compromise and such consent is was unreasonably withheld, in which event no claim for indemnity therefor hereunder shall be waived.

Third Person Claims. The (a) In the event of any claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third Person, the Indemnified Persons shall, if possible, give notice thereof to the Indemnitor not later than 14 days after receipt of a written claim or notice; provided, however, that, so long as the Indemnified Person has provided a good faith notice within the time periods set out in Sections 10.1 and 10.2 , the omission by such Indemnified Person to give notice as provided herein shall not relieve the Indemnitor of its indemnification obligation under this Article X except to the extent that the Indemnifying Person is materially damaged as a result of such failure to give notice. The Indemnitor shall have the right to conduct and control, through counsel of its choosing, the defense, compromise or settlement of any third Person claim, action or suit against such Indemnified Person as to which indemnification will be sought by any Indemnified Person from any Indemnitor hereunder, if the Indemnitors hereunderIndemnitor has acknowledged and agreed in writing that, if the same is adversely determined, the Indemnitor is obligated to provide indemnification to the Indemnified Person in respect thereof, and in any such case the Indemnitors Indemnified Person shall reasonably cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnified Person Indemnitor in connection therewith; provided, that the Indemnitors may participate, through counsel chosen by them and at their own expense, in the defense of any such claim, action or suit as to which the Indemnified Person has so elected to conduct and control the defenses thereof; and provided, further, that the Indemnified Person shall not, without the written consent of the Indemnitors (which written consent shall not be unreasonably withheld), pay, compromise or settle any such claim, action or suit, except that no such consent shall be required if, following a written request from the Indemnified Person, the Indemnitors shall fail, within 14 days after the making of such request, to acknowledge and agree in writing that, if such claim, action or suit shall be adversely determined, the Indemnitors have an obligation to provide indemnification hereunder to such Indemnified Person. Notwithstanding the foregoing, the Indemnified Person shall have the right to pay, settle or compromise any such claim, action or suit without such consent; provided, that in such event the Indemnified Person shall waive any right to indemnity therefor hereunder unless such consent is unreasonably withheld.:

Third Person Claims. (a) The Indemnified Person Indemnitor shall have the right right, exercisable by written notice to the Indemnified Party within twenty (20) days after receipt of a Claim Notice for a Third Person Claim, to conduct and control, through counsel of its choosing, the defense, compromise or settlement of any third such Third Person claim, action or suit against Claim; provided that the Indemnitor acknowledges and agrees in writing that the Indemnitor has the obligation to indemnify the Indemnified Party with respect to such Indemnified Third Person as to which indemnification will be sought by any Indemnified Person from the Indemnitors Claim hereunder, and in . In any such case the Indemnitors Indemnified Party shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnified Person Indemnitor in connection therewith; provided, provided that the Indemnitors Indemnified Party may participate, through counsel chosen by them it and at their its own expense, in the defense of such Third Person Claim (including any such claim, action discussions and negotiations regarding settlement or suit as to which the Indemnified Person has so elected to conduct compromise) and control the defenses thereof; and provided, further, provided further that the Indemnified Person Indemnitor shall not, without the prior written consent of the Indemnitors Indemnified Party (which written consent shall not be unreasonably withheld), pay, compromise or settle any such claim, action or suit, except that no such consent shall be required if, following a written request from the Indemnified Person, the Indemnitors shall fail, within 14 days after the making of such request, to acknowledge and agree in writing that, if such claim, action or suit shall be adversely determined, the Indemnitors have an obligation to provide indemnification hereunder to such Indemnified PersonThird Person Claim. Notwithstanding the foregoing, the Indemnified Person Indemnitor shall have the right to pay, settle or compromise any such claim, action or suit Third Person Claim without such consent; provided, that in so long as the settlement (1) does not provide for injunctive or other nonmonetary relief affecting any Indemnified Party, (2) does not include any admission of fault, culpability or wrongdoing and (3) includes as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnified Party of a complete and unconditional release from all liability with respect to such event the Indemnified Third Person shall waive any right to indemnity therefor hereunder unless such consent is unreasonably withheldClaim.

Third Person Claims. The (a) Subject to Section 8.4(b), the Indemnified Person Party shall have the right to conduct and control, through counsel of its choosing, the defense, compromise or settlement of any third Person claim, action or suit against such Indemnified Person Party as to which indemnification will be sought by any Indemnified Person Party from the Indemnitors any Indemnitor hereunder, and in any such case the Indemnitors Indemnitor shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnified Person Party in connection therewith; provided, that (i) the Indemnitors Indemnitor may participate, through counsel chosen by them it and at their its own expense, in the defense of any such claim, action or suit as to which the Indemnified Person Party has so elected to conduct and control the defenses defense thereof; and provided, further, that (ii) the Indemnified Person Party shall not, without the written consent of the Indemnitors Indemnitor (which written consent shall not be unreasonably withheld), pay, compromise or settle any such claim, action or suit, except that no such consent shall be required if, following a written request from the Indemnified PersonParty, the Indemnitors Indemnitor shall fail, within 14 fourteen (14) calendar days after the making of such request, to acknowledge and agree in writing that, if such claim, action or suit shall be adversely determined, the Indemnitors have such Indemnitor has an obligation to provide indemnification hereunder to such Indemnified PersonParty. Notwithstanding the foregoing, the Indemnified Person Party shall have the right to pay, settle or compromise any such claim, action or suit without such consent; provided, provided that in such event the Indemnified Person Party shall waive any right to indemnity therefor hereunder unless such consent is unreasonably withheld.. EXECUTION VERSION

Third Person Claims. The (a) Subject to SECTION 11.4(b), the Indemnified Person Party shall have the right to conduct and control, through counsel of its choosing, the defense, compromise or settlement of any third Person claim, action or suit against such Indemnified Person Party as to which indemnification will be sought by any Indemnified Person Party from the Indemnitors any Indemnitor hereunder, and in any such case the Indemnitors Indemnitor shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnified Person Party in connection therewith; provided, that the Indemnitors Indemnitor may participate, through counsel chosen by them it and at their its own expense, in the defense of any such claim, action or suit as to which the Indemnified Person Party has so elected to conduct and control the defenses defense thereof; and provided, further, that the Indemnified Person Party shall not, without the written consent of the Indemnitors Indemnitor (which written consent shall not be unreasonably withheld), pay, compromise or settle any such claim, action or suit, except that no such consent shall be required if, following a written request from the Indemnified PersonParty, the Indemnitors Indemnitor shall fail, within 14 days after the making of such request, to acknowledge and agree in writing that, if such claim, action or suit shall be adversely determined, the Indemnitors have such Indemnitor has an obligation to provide indemnification hereunder to such Indemnified PersonParty. Notwithstanding the foregoing, the Indemnified Person Party shall have the right to pay, settle or compromise any such claim, action or suit without such consent; provided, provided that in such event the Indemnified Person Party shall waive any right to indemnity therefor hereunder unless such consent is unreasonably withheld.

Third Person Claims. The (i) Subject to subsection (g)(ii), the Indemnified Person Party shall have the right to conduct and control, through counsel of its choosing, the defense, compromise or settlement of any third Third 41 Person claim, action or suit against such Indemnified Person Party as to which indemnification will be sought by any Indemnified Person Party from the Indemnitors any Indemnitor hereunder, and in any such case the Indemnitors Indemnitor shall cooperate in connection therewith and shall furnish such records, information and testimony and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested by the Indemnified Person Party in connection therewith; provided, however, that the Indemnitors Indemnitor may participate, through counsel chosen by them it and at their its own expense, in the defense of any such claim, action or suit as to which the Indemnified Person Party has so elected to conduct and control the defenses defense thereof; and provided, further, that the Indemnified Person Party shall not, without the written consent of the Indemnitors Indemnitor (which written consent shall not be unreasonably withheldwithheld or conditioned), pay, compromise or settle any such claim, action or suit, except that no such consent shall be required if, following a written request from the Indemnified PersonParty, the Indemnitors Indemnitor shall fail, within 14 days after the making of such request, to acknowledge and agree in writing that, if such claim, action or suit shall be adversely determined, the Indemnitors have such Indemnitor has an obligation to provide indemnification hereunder to such Indemnified PersonParty. Notwithstanding the foregoing, the Indemnified Person Party shall have the right to pay, settle or compromise any such claim, action or suit without such consent; , provided, however, that in such event the Indemnified Person Party shall waive any right to indemnity therefor hereunder unless such consent is unreasonably withheld.