Common use of Assumption Clause in Contracts

Assumption. If an Interbrew Third Party Claim is made against an indemnified party, AmBev shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by AmBev; provided, however, that such counsel is not reasonably objected to by Interbrew. Should AmBev so elect to assume the defense of an Interbrew Third Party Claim, AmBev shall not be liable to the applicable Interbrew Indemnitee for any legal expenses subsequently incurred by such Interbrew Indemnitee in connection with the defense thereof. If AmBev assumes such defense, Interbrew shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBev), at its own expense, separate from the counsel employed by AmBev, it being understood that AmBev shall control such defense. AmBev shall be liable for the fees and expenses of counsel employed by Interbrew for any period during which AmBev has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee shall have failed to give notice of the Interbrew Third Party Claim as provided above). If AmBev chooses to defend or prosecute an Interbrew Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBev's request) the provision to AmBev of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not AmBev assumes the defense of an Interbrew Third Party Claim, no Interbrew Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any Interbrew Third Party Claim without AmBev's prior written consent (which consent shall not be unreasonably withheld). If AmBev assumes the defense of an Interbrew Third Party Claim, the applicable Interbrew Indemnitee shall agree to any settlement, compromise or discharge of such Interbrew Third Party Claim that AmBev may recommend and that by its terms obligates AmBev to pay the full amount of the liability in connection with such Interbrew Third Party Claim, which releases Interbrew completely in connection with such Interbrew Third Party Claim and that could not otherwise adversely affect Interbrew. Notwithstanding the foregoing, AmBev shall not be entitled to assume the defense of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee in defending such Interbrew Third Party Claim) if the Interbrew Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee that Interbrew reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev shall be entitled to assume the defense of the portion relating to money damages.

Assumption. If an Interbrew AmBev Third Party Claim is made against an indemnified party, AmBev Interbrew shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by AmBevInterbrew; provided, however, that such counsel is not reasonably objected to by InterbrewAmBev. Should AmBev Interbrew so elect to assume the defense of an Interbrew AmBev Third Party Claim, AmBev Interbrew shall not be liable to the applicable Interbrew AmBev Indemnitee for any legal expenses subsequently incurred by such Interbrew AmBev Indemnitee in connection with the defense thereof. If AmBev Interbrew assumes such defense, Interbrew AmBev shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBevInterbrew), at its own expense, separate from the counsel employed by AmBevInterbrew, it being understood that AmBev Interbrew shall control such defense. AmBev Interbrew shall be liable for the fees and expenses of counsel employed by Interbrew AmBev for any period during which AmBev Interbrew has not assumed the defense thereof (other than during any period in which an Interbrew AmBev Indemnitee shall have failed to give notice of the Interbrew AmBev Third Party Claim as provided above). If AmBev Interbrew chooses to defend or prosecute an Interbrew AmBev Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBevInterbrew's request) the provision to AmBev Interbrew of records and information that are reasonably relevant to such Interbrew AmBev Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not AmBev Interbrew assumes the defense of an Interbrew AmBev Third Party Claim, no Interbrew AmBev Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any Interbrew AmBev Third Party Claim without AmBevInterbrew's prior written consent (which consent shall not be unreasonably withheld). If AmBev Interbrew assumes the defense of an Interbrew AmBev Third Party Claim, the applicable Interbrew AmBev Indemnitee shall agree to any settlement, compromise or discharge of such Interbrew AmBev Third Party Claim that AmBev Interbrew may recommend and that by its terms obligates AmBev Interbrew to pay the full amount of the liability in connection with such Interbrew AmBev Third Party Claim, which releases Interbrew AmBev completely in connection with such Interbrew AmBev Third Party Claim and that could not otherwise adversely affect InterbrewAmBev. Notwithstanding the foregoing, AmBev Interbrew shall not be entitled to assume the defense of any Interbrew AmBev Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew any AmBev Indemnitee in defending such Interbrew AmBev Third Party Claim) if the Interbrew AmBev Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an Interbrew AmBev Indemnitee that Interbrew AmBev reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Interbrew AmBev Third Party Claim can be so separated from that for money damages, AmBev Interbrew shall be entitled to assume the defense of the portion relating to money damages.

Assumption. If an Interbrew Third Party Claim is made against an indemnified party, AmBev BRC, on behalf of the other Indemnifying SB Parties, shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by AmBevBRC; provided, however, that such counsel is not reasonably objected to by Interbrewsuch indemnified party. Should AmBev BRC so elect to assume the defense of an Interbrew Third Party Claim, AmBev BRC shall not be liable to the applicable Interbrew Indemnitee indemnified party for any legal expenses subsequently incurred by such Interbrew Indemnitee indemnified party in connection with the defense thereof. If AmBev BRC assumes such defense, Interbrew such indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBevBRC), at its own expense, separate from the counsel employed by AmBevBRC, it being understood that AmBev BRC shall control such defense. AmBev BRC shall be liable for the fees and expenses of counsel employed by Interbrew such indemnified party for any period during which AmBev BRC has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee such indemnified party shall have failed to give notice of the Interbrew Third Party Claim as provided above). If AmBev BRC chooses to defend or prosecute an Interbrew Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBevBRC's request) the provision to AmBev BRC of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not AmBev BRC assumes the defense of an Interbrew Third Party Claim, no Interbrew Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any such Interbrew Third Party Claim without AmBevBRC's prior written consent (which consent shall not be unreasonably withheld). If AmBev BRC assumes the defense of an Interbrew Third Party Claim, the applicable Interbrew Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such an Interbrew Third Party Claim that AmBev BRC may recommend and that by its terms obligates AmBev BRC to pay the full amount of the liability Liability in connection with such Interbrew Third Party Claim, which releases Interbrew such indemnified party completely in connection with such Interbrew Third Party Claim and that could not otherwise adversely affect Interbrewsuch indemnified party. Notwithstanding the foregoing, AmBev BRC shall not be entitled to assume the defense of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee in defending such Interbrew Third Party Claim) if the Interbrew Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee that Interbrew reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev BRC shall be entitled to assume the defense of the portion relating to money damages.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified party, AmBev the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by AmBevthe indemnifying party; provided, however, provided that such counsel is not reasonably objected to by Interbrewthe indemnified party. Should AmBev the indemnifying party so elect to assume the defense of an Interbrew a Third Party Claim, AmBev the indemnifying party shall not be liable to the applicable Interbrew Indemnitee indemnified party for any legal expenses subsequently incurred by such Interbrew Indemnitee the indemnified party in connection with the defense thereofthereof provided that if (i) the indemnifying party fails to take reasonable steps necessary to defend diligently such matter or (ii) a reasonable likelihood exists of a conflict of interest between the indemnifying party and the indemnified party, the indemnified party may assume its own defense, and the indemnifying party shall be liable for all reasonable costs or expenses paid or incurred by the indemnified party in connection therewith. If AmBev the indemnifying party assumes such defense, Interbrew the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBev)counsel, at its own expense, separate from the counsel employed by AmBevthe indemnifying party, it being understood that AmBev the indemnifying party shall control such defense. AmBev The indemnifying party shall be liable for the fees and expenses of counsel employed by Interbrew the indemnified party for any period during which AmBev the indemnifying party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee shall have failed to give notice of the Interbrew Third Party Claim as provided above)thereof. If AmBev chooses the indemnifying party elects to defend or prosecute an Interbrew assume the defense of a Third Party Claim, all the indemnified parties shall cooperate in (at the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBev's request) the provision to AmBev of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not AmBev assumes the defense of an Interbrew Third Party Claim, no Interbrew Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any Interbrew Third Party Claim without AmBev's prior written consent (which consent shall not be unreasonably withheld). If AmBev assumes the defense of an Interbrew Third Party Claim, the applicable Interbrew Indemnitee shall agree to any settlement, compromise or discharge of such Interbrew Third Party Claim that AmBev may recommend and that by its terms obligates AmBev to pay the full amount of the liability in connection with such Interbrew Third Party Claim, which releases Interbrew completely in connection with such Interbrew Third Party Claim and that could not otherwise adversely affect Interbrew. Notwithstanding the foregoing, AmBev shall not be entitled to assume the defense of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee in defending such Interbrew Third Party Claim) if the Interbrew Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee that Interbrew reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev shall be entitled to assume the defense of the portion relating to money damages.indemnifying party’s

Assumption. If an Interbrew a Third Party Claim is made against an indemnified partythe Indemnified Person, AmBev the Indemnifying Person shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by AmBevthe Indemnifying Person that is reasonably acceptable to the Indemnified Person; provided, howeverthat the Indemnifying Person shall not be entitled to assume or continue control of the defense of any Third Party Claim if (i) the Third Party Claim relates to or arises in connection with any criminal or quasi-criminal Proceeding, that such counsel (ii) the Third Party Claim principally seeks an injunction or equitable relief against the Indemnified Person, (iii) the Third Party Claim would reasonably be expected to have a material adverse effect on the Indemnified Person’s business or principally relates to its customers or (iv) the Indemnifying Person has failed or is not reasonably objected failing to by Interbrewuse diligent and good faith efforts to defend or prosecute the Third Party Claim. Should AmBev the Indemnifying Person so elect in writing to assume the defense of an Interbrew a Third Party Claim, AmBev (x) the Indemnifying Person shall defend such Third Party Claim in good faith and (y) the Indemnifying Person shall not be liable to the applicable Interbrew Indemnitee Indemnified Person for any legal expenses subsequently incurred by such Interbrew Indemnitee the Indemnified Person in connection with the defense thereof; provided, that if on the advice of counsel to the Indemnified Person, (1) there are legal defenses available to the Indemnified Person that are different from or additional to those available to the Indemnifying Person; or (2) there exists reasonable likelihood of a conflict of interest between the Indemnifying Person and the Indemnified Person, the Indemnifying Person shall be liable for the reasonable fees and expenses of counsel to the Indemnified Person in each jurisdiction for which the Indemnified Person determines counsel is required. If AmBev the Indemnifying Person assumes such defense, Interbrew the Indemnified Person shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected counsel, subject to by AmBev), at its own expensethe immediately preceding sentence, separate from the counsel employed by AmBevthe Indemnifying Person, it being understood that AmBev the Indemnifying Person shall control such defense. AmBev the Indemnifying Person shall be liable for the fees and expenses of counsel employed by Interbrew the Indemnified Person for any period during which AmBev the Indemnifying Person has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee the Indemnified Person shall have failed to give notice of the Interbrew Third Party Claim as provided above). If AmBev the Indemnifying Person chooses to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties shall reasonably cooperate in the defense or prosecution thereofthereof upon the request of, and at the sole cost and expense of, the Indemnifying Person. Such cooperation shall include the retention of, and (upon AmBev's the Indemnifying Person’s written request) , the provision to AmBev of of, records and information that are reasonably relevant to such Interbrew Third Party Claim (which shall be subject to Section 5.1 and Section 6.14(h)). Whether or not the Indemnifying Person assumes the defense of a Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or the Indemnified Person shall not AmBev assumes the defense of an Interbrew Third Party Claim, no Interbrew Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any Interbrew discharge such Third Party Claim without AmBev's the Indemnifying Person’s prior written consent (which consent shall not to be unreasonably withheld, conditioned or delayed). If AmBev the Indemnifying Person assumes the defense of an Interbrew a Third Party Claim, the applicable Interbrew Indemnitee Indemnified Person shall agree to any settlement, compromise or discharge of such Interbrew a Third Party Claim that AmBev the Indemnifying Person may recommend and that by its terms (i) involves only money damages and does not seek an injunction, equitable relief or other nonmonetary relief against any the Indemnified Person, including the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the Indemnified Person, (ii) contains an unconditional release of each the Indemnified Person with respect to such Third Party Claim, (iii) includes no finding or admission of fault or misconduct by the Indemnified Person, and (iv) obligates AmBev the Indemnifying Person to pay the full amount of the liability in connection with such Interbrew Third Party Claimtherewith (a settlement, compromise or discharge meeting all requirements of clauses (i) through (iv), a “Specified Settlement”); provided, however, that the Indemnifying Person shall not, without prior written consent of the Indemnified Person (which releases Interbrew completely in connection with such Interbrew consent shall not be unreasonably withheld, conditioned or delayed), settle, compromise or offer to settle or compromise any Third Party Claim and that could not otherwise adversely affect Interbrew. Notwithstanding the foregoingexcept if such settlement, AmBev shall not be entitled to assume the defense of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee in defending such Interbrew Third Party Claim) if the Interbrew Third Party Claim seeks an order, injunction compromise or other equitable relief or relief for other than money damages against an Interbrew Indemnitee that Interbrew reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev shall be entitled to assume the defense of the portion relating to money damagesoffer is a Specified Settlement.

Assumption. If an Interbrew a SB Third Party Claim is made against an indemnified party, AmBev each Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by AmBevthe Indemnifying Parties; provided, however, that such counsel is not reasonably objected to by Interbrewsuch indemnified party. Should AmBev any Indemnifying Party so elect to assume the defense of an Interbrew SB Third Party Claim, AmBev none of the Indemnifying Parties shall not be liable to the applicable Interbrew Indemnitee any indemnified party for any legal expenses subsequently incurred by such Interbrew Indemnitee indemnified party in connection with the defense thereof. If AmBev any Indemnifying Party assumes such defense, Interbrew such indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBevthe Indemnifying Parties), at its own expense, separate from the counsel employed by AmBev, the Indemnifying Parties it being understood that AmBev the Indemnifying Parties shall control such defense. AmBev The relevant Indemnifying Party shall be liable for the fees and expenses of counsel employed by Interbrew such indemnified party for any period during which AmBev has the Indemnifying Parties have not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee such indemnified party shall have failed to give notice of the Interbrew SB Third Party Claim as provided above). If AmBev any Indemnifying Party chooses to defend or prosecute an Interbrew a SB Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBevany Indemnifying Party's request) the provision to AmBev the Indemnifying Parties of records and information that are reasonably relevant to such Interbrew SB Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not AmBev any Indemnifying Party assumes the defense of an Interbrew a SB Third Party Claim, no Interbrew Indemnitee indemnified party shall admit any liability with respect to, or settle, compromise or discharge, any Interbrew such SB Third Party Claim without AmBev's the indemnified parties' prior written consent (which consent shall not be unreasonably withheld). If AmBev any Indemnifying Party assumes the defense of an Interbrew SB Third Party Claim, the applicable Interbrew Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such Interbrew an SB Third Party Claim that AmBev such indemnified party may recommend and that by its terms obligates AmBev Interbrew to pay the full amount of the liability in connection with such Interbrew SB Third Party Claim, which releases Interbrew the indemnified party completely in connection with such Interbrew SB Third Party Claim and that could not otherwise adversely affect Interbrewthe indemnified party. Notwithstanding the foregoing, AmBev no indemnified party shall not be entitled to assume the defense of any Interbrew SB Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee the indemnified party in defending such Interbrew SB Third Party Claim) if the Interbrew SB Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee the indemnified party that Interbrew the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Interbrew SB Third Party Claim can be so separated from that for money damages, AmBev the relevant indemnified party shall be entitled to assume the defense of the portion relating to money damages.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified party, AmBev the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by AmBevthe indemnifying party; provided, however, that such counsel is not reasonably objected to by Interbrewthe indemnified party. Should AmBev the indemnifying party so elect to assume the defense of an Interbrew a Third Party Claim, AmBev the indemnifying party shall not be liable to the applicable Interbrew Indemnitee indemnified party for any legal expenses subsequently incurred by such Interbrew Indemnitee the indemnified party in connection with the defense thereof. If AmBev the indemnifying party assumes such defense, Interbrew the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBevthe indemnifying party)), at its own expense, separate from the counsel employed by AmBevthe indemnifying party, it being understood that AmBev the indemnifying party shall control such defense. AmBev The indemnifying party shall be liable for the fees and expenses of counsel employed by Interbrew the indemnified party for any period during which AmBev the indemnifying party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee the indemnified party shall have failed to give notice of the Interbrew Third Party Claim as provided above). If AmBev the indemnifying party chooses to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBev's the indemnifying party’s request) the provision to AmBev the indemnifying party of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, no Interbrew Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any Interbrew such Third Party Claim without AmBev's the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld). If AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, the applicable Interbrew Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such Interbrew a Third Party Claim that AmBev the indemnifying party may recommend and that by its terms obligates AmBev the indemnifying party to pay the full amount of the liability in connection with such Interbrew Third Party Claim, which releases Interbrew the indemnified party completely in connection with such Interbrew Third Party Claim and that could would not otherwise adversely affect Interbrewthe indemnified party. Notwithstanding the foregoing, AmBev the indemnifying party shall not be entitled to assume the defense of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee the indemnified party in defending such Interbrew Third Party Claim) if the Interbrew Third Party Claim seeks an order, injunction injunction, or other equitable relief or relief for other than money damages against an Interbrew Indemnitee the indemnified party that Interbrew the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev the indemnifying party shall be entitled to assume the defense of the portion relating to money damages.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified party, AmBev the indemnifying party shall be entitled to participate participate, at its own expense, in the defense thereof and, if it so chooses, to assume the defense thereof thereof, at its own expense, with counsel selected by AmBevthe indemnifying party; provided, however, that such counsel is not reasonably objected to by Interbrewthe indemnified party. Should AmBev the indemnifying party so elect to assume the defense of an Interbrew a Third Party Claim, AmBev the indemnifying party shall not be liable to the applicable Interbrew Indemnitee indemnified party for any legal expenses subsequently incurred by such Interbrew Indemnitee the indemnified party in connection with the defense thereof. If AmBev the indemnifying party assumes such defense, Interbrew the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBevthe indemnifying party), at its own expense, separate from the counsel employed by AmBevthe indemnifying party, it being understood that AmBev the indemnifying party shall control such defense. AmBev The indemnifying party shall be liable for the fees and expenses of one counsel and one local counsel employed by Interbrew the indemnified party for any period during which AmBev the indemnifying party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee the indemnified party shall have failed to give notice of the Interbrew Third Party Claim as provided above). If AmBev the indemnifying party chooses to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereofthereof and the indemnifying party shall reimburse the indemnified party for its reasonable out-of-pocket expenses therefor (other than the fees and expenses of counsel employed by the indemnified party, which are governed by the second preceding sentence in this Section 10.6(b)). Such cooperation shall include the retention retention, and (upon AmBev's the indemnifying party’s request) the provision to AmBev the indemnifying party, of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, no Interbrew Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or dischargedischarge or consent to the entry of any judgment for, any Interbrew such Third Party Claim without AmBev's the indemnifying party’s prior written consent (which consent shall not be unreasonably withheldwithheld or delayed). If AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, the applicable Interbrew Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such Interbrew a Third Party Claim that AmBev the indemnifying party may recommend and that by its terms obligates AmBev the indemnifying party to pay the full amount of the liability in connection with such Interbrew Third Party Claim, which releases Interbrew the indemnified party completely in connection with such Interbrew Third Party Claim and that could would not otherwise adversely affect Interbrewthe indemnified party. Notwithstanding the foregoing, AmBev the indemnifying party shall not be entitled to assume the defense of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of one counsel and one local counsel incurred by an Interbrew Indemnitee the indemnified party in defending such Interbrew Third Party Claim) if the Interbrew Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee the indemnified party that Interbrew the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If in the reasonable opinion of counsel for the indemnified party, there is a conflict of interest between the indemnified party and the indemnifying party, then the indemnifying party shall not be entitled to assume the defense of any Third Party Claim until it executes a joint defense agreement with the indemnified party in form reasonably satisfactory to both parties. If such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev the indemnifying party shall be entitled to assume the defense of the portion relating to money damages.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified partyIndemnified Party, AmBev the Indemnifying Party shall be entitled to participate in or control the defense thereof andand (unless the Indemnifying Party fails to actively defend such Third Party Claim), if it so chooses, to assume the defense thereof with counsel selected by AmBevthe Indemnifying Party; provided, however, that such counsel is not reasonably objected to by Interbrewthe Indemnified Party. Should AmBev so elect to assume If the Indemnifying Party assumes the defense of an Interbrew a Third Party ClaimClaim in accordance with this Section 10.5(b), AmBev (i) the Indemnifying Party shall not be liable to the applicable Interbrew Indemnitee Indemnified Party for any legal expenses subsequently incurred by such Interbrew Indemnitee the Indemnified Party in connection with the defense thereof. Any such participation or assumption shall not constitute a waiver by any party of any attorney-client privilege in connection with such Third Party Claim. If AmBev the Indemnifying Party assumes such defensethe defense of a Third Party Claim in accordance with this Section 10.5(b), Interbrew the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBev), at its own expensecounsel, separate from the counsel employed by AmBevthe Indemnifying Party, at its own expense unless representation of both Parties by the same counsel would represent a conflict of interest for such counsel under applicable standards of professional conduct for attorneys, in which case the Indemnifying Party will pay the reasonable fees and expenses of such counsel (selection not to be unreasonably objected to by the Indemnifying Party); provided that in no event shall the Indemnifying Party be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to local counsel in each relevant jurisdiction), it being understood that AmBev the Indemnifying Party shall control such defense. AmBev The Indemnifying Party shall be liable for the fees and expenses of counsel employed by Interbrew the Indemnified Party for any period during which AmBev the Indemnifying Party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee shall have failed to give notice of the Interbrew Third Party Claim as provided above)thereof. If AmBev the Indemnifying Party chooses to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties Indemnified Parties shall reasonably cooperate in the defense or prosecution thereof. Such reasonable cooperation shall include the retention and (upon AmBev's the Indemnifying Party’s request) the provision to AmBev the Indemnifying Party of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis at such times and places as may be reasonably necessary to provide defend against such Third Party Claim for the purpose of providing additional information and information, explanation of any material provided hereunder. Whether or not AmBev assumes the defense of an Interbrew testimony in connection with such Third Party Claim, no Interbrew Indemnitee shall admit . In any liability with respect to, or settle, compromise or discharge, any Interbrew Third Party Claim without AmBev's prior written consent (which consent shall not be unreasonably withheld). If AmBev assumes the defense of an Interbrew Third Party Claim, the applicable Interbrew Indemnitee shall agree to any settlement, compromise or discharge party responsible for the defense of such Interbrew claim shall, to the extent reasonably requested by the other party, keep such party informed as to the status of such claims, including all settlement negotiations and offers. If notice is given to an Indemnifying Party of a Third Party Claim in accordance with this Section 10.5(b) and the Indemnifying Party does not, within twenty (20) business days after such notice is given, give notice to the Indemnified Party of its election to defend such claim, the Indemnifying Party shall not thereafter be entitled to assume the defense thereof. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party shall defend such Third Party Claim diligently to final conclusion or settlement of such Third Party Claim; provided, however, that AmBev may recommend and that by its terms obligates AmBev to pay the full amount Indemnifying Party shall not settle such Third Party Claim without the consent of the liability Indemnified Party unless such settlement (i) does not involve any finding or admission of any violation of Law or any violation of the rights of any Indemnified Party and would not reasonably be expected to have any adverse effect on any other claims arising out of the same matter that may be made against any Indemnified Party, (ii) does not involve any relief other than monetary damages that are paid in full by the Indemnifying Party and (iii) completely, finally and unconditionally releases the Indemnified Party in connection with such Interbrew Third Party Claim, which releases Interbrew completely in connection with such Interbrew Third Party Claim and that could not otherwise adversely affect Interbrew. Notwithstanding the foregoing, AmBev the Indemnifying Party shall not be entitled to assume the defense of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee the Indemnified Party in defending such Interbrew Third Party Claim) if (i) the Interbrew Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money monetary damages against an Interbrew Indemnitee that Interbrew reasonably determines, after conferring with its outside counsel, cannot for which the Indemnified Party would be separated from any related claim for money damages. If such equitable relief entitled to indemnification under this Agreement or other relief portion of may otherwise adversely affect the Interbrew Indemnified Party or (ii) the Third Party Claim can is a criminal, civil or administrative proceeding, or relates to such a proceeding, or the underlying facts or circumstances of which could reasonably be so separated from that for money damagesexpected to give rise to such a proceeding; provided, AmBev however, that, no settlement of any such claim or action shall be entitled to assume entered into, without the defense prior written consent of the portion relating to money damagesIndemnifying Party.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified partyIndemnified Party, AmBev the Indemnifying Party shall be entitled to participate in the defense thereof andand (unless (i) the Indemnifying Party is also a party to such Third Party Claim and the Indemnified Party determines in good faith that joint representation would be inappropriate or (ii) the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its willingness and financial capacity to defend such Third Party Claim and provide indemnification with respect to such Third Party Claim), if it so chooses, to assume the defense thereof with counsel selected by AmBevthe Indemnifying Party; provided, however, that such counsel is not reasonably objected to by Interbrewthe Indemnified Party. Should AmBev so elect to assume If the Indemnifying Party assumes the defense of an Interbrew a Third Party ClaimClaim in accordance with this Section 10.6(2), AmBev (i) the Indemnifying Party shall not be liable to the applicable Interbrew Indemnitee Indemnified Party for any legal expenses subsequently incurred by such Interbrew Indemnitee the Indemnified Party in connection with the defense thereofthereof and (ii) it shall be conclusively established for purposes hereof that such Third Party Claim is within the scope of and subject to indemnification hereunder. Any such participation or assumption shall not constitute a waiver by any party of any attorney-client privilege in connection with such Third Party Claim. If AmBev the Indemnifying Party assumes such defensethe defense of a Third Party Claim in accordance with this Section 10.6(2), Interbrew the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBev)counsel, at its own expense, separate from the counsel employed by AmBevthe Indemnifying Party, it being understood that AmBev the Indemnifying Party shall control such defense. AmBev The Indemnifying Party shall be liable for the fees and expenses of counsel employed by Interbrew the Indemnified Party for any period during which AmBev the Indemnifying Party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee shall have failed to give notice of the Interbrew Third Party Claim as provided above)thereof. If AmBev the Indemnifying Party chooses to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties Indemnified Parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBev's the Indemnifying Party’s request) the provision to AmBev the Indemnifying Party of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on at such times and places as may be reasonably necessary to defend against such Third Party Claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party Claim. If notice is given to an Indemnifying Party of a mutually convenient basis Third Party Claim in accordance with this Section 10.6(2) and the Indemnifying Party does not, within 10 Business Days after such notice is given, give notice to provide additional information and explanation the Indemnified Party of any material provided hereunder. Whether or not AmBev assumes its election to assume the defense of an Interbrew Third Party Claim, no Interbrew Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any Interbrew Third Party Claim without AmBev's prior written consent (which consent shall not be unreasonably withheld). If AmBev assumes the defense of an Interbrew such Third Party Claim, the applicable Interbrew Indemnitee shall agree to Indemnifying Party will be bound by any determination made in such Third Party Claim or any settlement, compromise or discharge effected by the Indemnified Party. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party shall defend such Interbrew Third Party Claim vigorously and diligently to final conclusion or settlement of such Third Party Claim; provided that AmBev may recommend and that by its terms obligates AmBev to pay the full amount Indemnifying Party shall not settle such Third Party Claim without the consent of the liability Indemnified Party unless such settlement (i) does not involve any finding or admission of any violation of Law or any violation of the rights of any Person and would not have any adverse effect on any other claims that may be made against the Indemnified Party, (ii) does not involve any relief other than monetary damages that are paid in full by the Indemnifying Party and (iii) completely, finally and unconditionally releases the Indemnified Party in connection with such Interbrew Third Party Claim, which releases Interbrew completely in connection with such Interbrew Third Party Claim and that could would not otherwise adversely affect Interbrewthe Indemnified Party. Notwithstanding the foregoing, AmBev the Indemnifying Party shall not be entitled to assume the defense of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee the Indemnified Party in defending such Interbrew Third Party Claim) if (i) the Interbrew Third Party Claim seeks an order, injunction or other equitable relief against the Indemnified Party or relief for other than money any of its Affiliates as the primary remedy and only nominal monetary damages against an Interbrew Indemnitee that Interbrew reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief (if any) or other relief portion of (ii) the Interbrew Third Party Claim can is a criminal, civil or administrative Proceeding, or relates to such a Proceeding, or the underlying facts or circumstances of which could reasonably be so separated from that for money damages, AmBev shall be entitled expected to assume the defense of the portion relating give rise to money damagessuch a Proceeding.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified partyIndemnified Party, AmBev the Indemnifying Party shall be entitled to participate in the defense thereof andand (unless the Indemnifying Party is also a party to such Third Party Claim and the Indemnified Party provides the Indemnifying Party with written advice of outside counsel to the Indemnified Party to the effect that there are legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party that, if the Indemnified Party and the Indemnifying Party were to be represented by the same counsel, would constitute a conflict of interest for such counsel or prejudice the prosecution of the defenses available to such Indemnified Party (“Conflict of Interest”)), if it so chooses, to assume the defense thereof with counsel selected by AmBevthe Indemnifying Party; provided, however, that such counsel is not reasonably objected to by Interbrewthe Indemnified Party. Should AmBev so elect The Indemnifying Party shall give written notice within ten Business Days of Document Delivery, indicating whether the Indemnifying Party intends to participate in or assume the defense of an Interbrew a Third Party Claim, AmBev and if the Indemnifying Party assumes such defense, the Indemnifying Party shall acknowledge that it has, and shall be deemed to have, accepted and agreed to its indemnification obligations for such claim. If the Indemnifying Party assumes the defense, the Indemnifying Party shall not be liable to the applicable Interbrew Indemnitee Indemnified Party for any legal expenses subsequently incurred by such Interbrew Indemnitee the Indemnified Party in connection with the defense thereof. Any such participation or assumption shall not constitute a waiver by any party of any attorney-client privilege in connection with such Third Party Claim. If AmBev the Indemnifying Party assumes such defensethe defense of a Third Party Claim in accordance with this Section 6.04(b), Interbrew the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBevthe Indemnifying Party), at its own expenseexpense (except in the case of a Conflict of Interest in which case the Indemnifying Party shall bear legal expenses related to the Indemnified Party’s counsel), separate from the counsel employed by AmBevthe Indemnifying Party, it being understood that AmBev the Indemnifying Party shall control such defense. AmBev shall be liable for If the fees and expenses of counsel employed by Interbrew for any period during which AmBev has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee shall have failed to give notice of the Interbrew Third Indemnifying Party Claim as provided above). If AmBev chooses to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties Indemnified Party shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBev's the Indemnifying Party’s request) the provision to AmBev the Indemnifying Party of records and information that are reasonably relevant to such Interbrew Third Party Claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party Claim. Whether or not the Indemnifying Party assumes the defense of a Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or the Indemnified Party shall not AmBev assumes the defense of an Interbrew Third Party Claim, no Interbrew Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any Interbrew such Third Party Claim without AmBev's the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). If AmBev the Indemnifying Party participates in or assumes the defense of an Interbrew a Third Party Claim, the applicable Interbrew Indemnitee Indemnifying Party shall agree to not admit any settlementliability with respect to, or settle, compromise or discharge of discharge, such Interbrew Third Party Claim that AmBev may recommend and that by its terms obligates AmBev to pay without the full amount prior written consent of the liability in connection with such Interbrew Third Indemnified Party Claim, (which releases Interbrew completely in connection with such Interbrew Third Party Claim and that could not otherwise adversely affect Interbrew. Notwithstanding the foregoing, AmBev consent shall not be entitled unreasonably withheld, conditioned or delayed). If the Indemnifying Party elects not to assume the defense of or fails to make any Interbrew Third Party Claim (and shall be liable for election within the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee in defending such Interbrew Third Party Claim) if the Interbrew Third Party Claim seeks an orderten Business Day period, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee that Interbrew reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev shall be entitled otherwise fails to assume continue the defense of the portion relating Indemnified Person reasonably and in good faith, the Indemnified Person may, following written notice to money damagesthe Indemnifying Party and an additional ten Business Day period during which the parties will seek in good faith to resolve their differences regarding the defense, assume the defense thereof at the expense of the Indemnifying Party, and a recovery against the Indemnified Party suffered by it in good faith shall be conclusive in its favor against the Indemnifying Party.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified partyIndemnified Party, AmBev the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by AmBev; provided, however, that such counsel is not the indemnifying party and reasonably objected acceptable to by Interbrewthe Indemnified Party. Should AmBev the indemnifying party so elect to assume the defense of an Interbrew a Third Party Claim, AmBev the indemnifying party shall not be liable to the applicable Interbrew Indemnitee Indemnified Party for any legal expenses subsequently incurred by such Interbrew Indemnitee the Indemnified Party in connection with the defense thereof. If AmBev the indemnifying party assumes such defense, Interbrew the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected acceptable to by AmBevthe indemnifying party), at its own expense, separate from the counsel employed by AmBevthe indemnifying party, it being understood that AmBev the indemnifying party shall control such defense. AmBev The indemnifying party shall be liable for the fees and expenses of counsel employed by Interbrew the Indemnified Party for any period during which AmBev the indemnifying party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee the Indemnified Party shall have failed to give notice of the Interbrew Third Party Claim as provided above)) to the extent the Third Party Claim is indemnifiable hereunder. If AmBev the indemnifying party chooses to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBev's the indemnifying party’s reasonable request) the provision to AmBev the indemnifying party of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, no Interbrew Indemnitee the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, any Interbrew such Third Party Claim without AmBev's the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld). If AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, the applicable Interbrew Indemnitee Indemnified Party shall agree to any settlement, compromise or discharge of such Interbrew a Third Party Claim that AmBev the indemnifying party may recommend and that by its terms obligates AmBev the indemnifying party to pay the full amount of the liability in connection with such Interbrew Third Party Claim, Claim and which fully releases Interbrew completely the Indemnified Party of any and all obligations in connection with such Interbrew Third Party Claim and that could not otherwise adversely affect Interbrew. Notwithstanding the foregoing, AmBev shall not be entitled to assume the defense of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee in defending such Interbrew Third Party Claim) if the Interbrew Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee that Interbrew reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev shall be entitled to assume the defense of the portion relating to money damages.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified partyIndemnified Party, AmBev the indemnifying party shall be entitled to participate in the defense thereof and, if it so choosessubject to the limitations set forth in Section 9.04(c), to assume the defense thereof with counsel selected by AmBevthe indemnifying party; provided, however, that (i) such counsel is not reasonably objected to by Interbrewthe Indemnified Party, (ii) prior to assuming control of such defense, the indemnifying party must furnish the Indemnified Party with evidence that the indemnifying party has adequate resources to defend the Third Party Claim and fulfill its indemnity obligations, if any, hereunder. Should AmBev so elect In the event that the indemnifying party assumes the defense of a Third-Party Claim in accordance with this Section 9.04, the indemnifying party shall have a sixty (60) day period (the “Discovery Period”) following receipt by the indemnifying party of notice of such Third Party Claim during which the indemnifying party shall be entitled to reasonable discovery with respect to the indemnifiable nature of the claims. The indemnifying party and the Indemnified Party shall reasonably cooperate with each other with respect to such discovery. If the indemnifying party does not provide written notice to the Indemnified Party by the end of the Discovery Period that it no longer continues to assume the defense of an Interbrew Third the Third-Party Claim, AmBev the claims made in that Third-Party Claim will be conclusively established for purposes of this Agreement as within the scope of and subject to indemnification hereunder. Should the indemnifying party so elect to assume and continue the defense of a Third Party Claim in accordance with and subject to the limitations of this Section 9.04, the indemnifying party shall not be liable to the applicable Interbrew Indemnitee Indemnified Party for any legal expenses subsequently incurred by such Interbrew Indemnitee the Indemnified Party in connection with the defense thereofthereof following the Discovery Period. If AmBev the indemnifying party assumes such defense, Interbrew the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBevthe indemnifying party), at its own expense, separate from the counsel employed by AmBevthe indemnifying party, it being understood that AmBev the indemnifying party shall control such defense. AmBev defense in accordance with and subject to the limitations of this Section 9.04; provided, however that the indemnifying party shall be liable for the fees and expenses of counsel employed by Interbrew the Indemnified Party (A) for any period during which AmBev the indemnifying party has not assumed the defense thereof or (other than during any period B) if the Indemnified Party shall reasonably conclude, after consultation with outside legal counsel, that there is a conflict of interest between the indemnifying party and the Indemnified Party in which an Interbrew Indemnitee shall have failed to give notice the conduct of the Interbrew Third Party Claim as provided above)defense of such claim. If AmBev chooses Each party shall reasonably cooperate, and shall cause its affiliates to defend or prosecute an Interbrew Third Party Claim, all the indemnified parties shall reasonably cooperate in the defense or prosecution thereof. Such cooperation of any Third Party Claim and shall include the retention retain and (provide upon AmBev's request) the provision to AmBev of reasonable request records and information that are reasonably relevant to such Interbrew Third Party Claim, Claim and making make employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not AmBev If the indemnifying party assumes the defense of an Interbrew Third Party Claim, no Interbrew Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any Interbrew a Third Party Claim without AmBev's in accordance with and subject to the limitations of this Section 9.04, the indemnifying party shall obtain the prior written consent of the Indemnified Party (which such consent shall not be unreasonably withheld). If AmBev assumes the defense ) before entering into any settlement of an Interbrew such Third Party Claim; provided, however that consent of the applicable Interbrew Indemnitee Indemnified Party shall agree to not be required for any settlement, compromise or discharge such settlement if (X) such settlement includes an unconditional release of such Interbrew Third Indemnified Party Claim from all liability on claims that AmBev may recommend and that by its terms obligates AmBev to pay are the full amount subject matter of the liability in connection with such Interbrew Third Party Claim, which releases Interbrew completely in connection with such Interbrew Third Party Claim and that could does not otherwise adversely affect Interbrew. Notwithstanding the foregoinginclude any statement as to or any admission of fault, AmBev shall not be entitled culpability or a failure to assume the defense act by or on behalf of any Interbrew Third Party Claim Indemnified Party, (Y) the sole relief provided is monetary damages that are paid in full by the indemnifying party and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee in defending (Z) such Interbrew Third Party Claim) if the Interbrew Third Party Claim seeks an settlement does not permit any order, injunction or other equitable relief to be entered, directly or relief for other than money damages indirectly, against an Interbrew Indemnitee that Interbrew reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damagesthe Indemnified Party. If such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev shall be entitled to indemnifying party does not assume the defense of a Third Party Claim, the portion relating Indemnified Party shall not be entitled to money damagesindemnification hereunder with respect thereto if it has admitted liability with respect to, or settled, compromised or discharged, such Third Party Claim without the indemnifying party’s prior written consent (such consent not to be unreasonably withheld).

Assumption. If an Interbrew a Third Party Claim is made against an indemnified partythe Purchaser, AmBev the Company or any of the Subsidiaries, or any Tax is payable in respect of which a claim could be brought under Section 8.05(a), the Sellers shall be entitled to participate in the defense thereof and, if it they so chooseschoose, to assume the defense thereof with counsel selected by AmBev; providedthe Sellers, however, that so long as such counsel is not reasonably objected to by Interbrewthe Purchaser or the Company. Should AmBev the Sellers so elect to assume the defense of an Interbrew a Third Party Claim, AmBev the Sellers shall not be liable to the applicable Interbrew Indemnitee Purchaser or the Company for any legal expenses subsequently incurred by such Interbrew Indemnitee the Purchaser or the Company in connection with the defense thereof. If AmBev assumes the Sellers assume such defense, Interbrew the Purchaser or the Company shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBevthe Sellers), at its own expense, separate from the counsel employed by AmBevthe Sellers, it being understood that AmBev the Sellers shall control such defense. AmBev The Sellers shall be liable for the fees and expenses of counsel employed by Interbrew the Purchaser or the Company for any period during which AmBev has the Sellers have not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee shall have failed to give notice of the Interbrew Third Party Claim as provided above)thereof. If AmBev chooses the Sellers choose to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties Purchaser and the Company shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBev's the Sellers’ request) the provision to AmBev the Sellers of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not AmBev assumes the Sellers assume the defense of an Interbrew a Third Party Claim, no Interbrew Indemnitee the Purchaser or the Company shall not admit any liability with respect to, or settle, compromise or discharge, any Interbrew such Third Party Claim without AmBev's the Sellers’ prior written consent (which consent shall not be unreasonably withheld). If AmBev assumes the Sellers assume the defense of an Interbrew a Third Party Claim, the applicable Interbrew Indemnitee Purchaser and the Company shall agree to any settlement, compromise or discharge of such Interbrew a Third Party Claim that AmBev the Sellers may recommend and that by its terms obligates AmBev the Sellers to pay the full amount of any final liability agreed between the liability Sellers and the relevant third party in connection with such Interbrew Third Party Claim, Claim and which releases Interbrew the Purchaser, the Company and the Subsidiaries completely in connection with all future liability for such Interbrew Third Party Claim and that could not otherwise adversely affect InterbrewClaim. Notwithstanding the foregoing, AmBev the Sellers shall not be entitled to assume the defense of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee the Purchaser and the Company in defending such Interbrew Third Party Claim) if the Interbrew Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee the Purchaser or the Company or any Subsidiary that Interbrew the Purchaser or the Company reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev the Sellers shall be entitled to assume the defense of the portion relating to money damages.

Assumption. If an Interbrew Third Party Except as provided in Section 8.02(c) of this TMA, if a Tax Claim is made against an indemnified party, AmBev the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with professional advisors and counsel selected by AmBevthe indemnifying party; provided, however, that such professional advisors or counsel is are not reasonably objected to by Interbrewthe indemnified party. Should AmBev the indemnifying party so elect to assume the defense of an Interbrew Third Party a Tax Claim, AmBev the indemnifying party shall not be liable to the applicable Interbrew Indemnitee indemnified party for any legal fees or expenses relating to such professional advisors or counsel subsequently incurred by such Interbrew Indemnitee the indemnified party in connection with the defense thereof. If AmBev the indemnifying party assumes such defense, Interbrew the indemnified party shall have the right to participate in the defense thereof and to employ professional advisors and counsel (not reasonably objected to by AmBevthe indemnifying party), at its own expense, separate from the professional advisors and counsel employed by AmBevthe indemnifying party, it being understood that AmBev the indemnifying party shall control such defense. AmBev The indemnifying party shall be liable for the fees and expenses of professional advisors and counsel employed by Interbrew the indemnified party for any period during which AmBev the indemnifying party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee shall have failed to give notice of the Interbrew Third Party Claim as provided above)thereof. If AmBev the indemnifying party chooses to defend or prosecute an Interbrew Third Party a Tax Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBev's the indemnifying party’s request) the provision to AmBev the indemnifying party of records and information that are reasonably relevant to such Interbrew Third Party Tax Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, cooperating and assisting in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters. Whether or not AmBev the indemnifying party assumes the defense of an Interbrew Third Party a Tax Claim, no Interbrew Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any Interbrew Third Party such Tax Claim without AmBev's the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld)consent. If AmBev the indemnifying party assumes the defense of an Interbrew Third Party a Tax Claim, the applicable Interbrew Indemnitee indemnified party shall agree to any settlement, compromise compromise, or discharge of such Interbrew Third Party a Tax Claim that AmBev the indemnifying party may recommend and that by its terms obligates AmBev the indemnifying party to pay the full amount of the liability in connection with such Interbrew Third Party Tax Claim; provided that if such settlement, which releases Interbrew completely compromise or discharge imposes conditions, costs or other detriments (in addition to the liability in connection with such Interbrew Third Party Claim and that could not otherwise adversely affect Interbrew. Notwithstanding the foregoing, AmBev shall not be entitled to assume the defense of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee in defending such Interbrew Third Party Tax Claim) if upon the Interbrew Third Party Claim seeks an orderindemnified party, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee that Interbrew reasonably determinessuch indemnified party may use its reasonable judgment in determining whether to so agree, after conferring with its outside counsel, cansuch agreement not to be separated from any related claim for money damages. If such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev shall be entitled to assume the defense of the portion relating to money damagesunreasonably withheld.

Assumption. If an Interbrew Third Party Except as provided in Section 8.02(c) of this TMA, if a Tax Claim is made against an indemnified party, AmBev the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with professional advisors and counsel selected by AmBevthe indemnifying party; provided, however, that such professional advisors or counsel is are not reasonably objected to by Interbrewthe indemnified party. Should AmBev the indemnifying party so elect to assume the defense of an Interbrew Third Party a Tax Claim, AmBev the indemnifying party shall not be liable to the applicable Interbrew Indemnitee indemnified party for any legal fees or expenses relating to such professional advisors or counsel subsequently incurred by such Interbrew Indemnitee the indemnified party in connection with the defense thereof. If AmBev the indemnifying party assumes such defense, Interbrew the indemnified party shall have the right to participate in the defense thereof and to employ professional advisors and counsel (not reasonably objected to by AmBevthe indemnifying party), at its own expense, separate from the professional advisors and counsel employed by AmBevthe indemnifying party, it being understood that AmBev the indemnifying party shall control such defense. AmBev The indemnifying party shall be liable for the fees and expenses of professional advisors and counsel employed by Interbrew the indemnified party for any period during which AmBev the indemnifying party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee shall have failed to give notice of the Interbrew Third Party Claim as provided above)thereof. If AmBev the indemnifying party chooses to defend or prosecute an Interbrew Third Party a Tax Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBevthe indemnifying party's request) the provision to AmBev the indemnifying party of records and information that are reasonably relevant to such Interbrew Third Party Tax Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, cooperating and assisting in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters. Whether or not AmBev the indemnifying party assumes the defense of an Interbrew Third Party a Tax Claim, no Interbrew Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any Interbrew Third Party such Tax Claim without AmBevthe indemnifying party's prior written consent (which consent shall not be unreasonably withheld)consent. If AmBev the indemnifying party assumes the defense of an Interbrew Third Party a Tax Claim, the applicable Interbrew Indemnitee indemnified party shall agree to any settlement, compromise compromise, or discharge of such Interbrew Third Party a Tax Claim that AmBev the indemnifying party may recommend and that by its terms obligates AmBev the indemnifying party to pay the full amount of the liability in connection with such Interbrew Third Party Tax Claim; provided that if such settlement, which releases Interbrew completely compromise or discharge imposes conditions, costs or other detriments (in addition to the liability in connection with such Interbrew Third Party Claim and that could not otherwise adversely affect Interbrew. Notwithstanding the foregoing, AmBev shall not be entitled to assume the defense of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee in defending such Interbrew Third Party Tax Claim) if upon the Interbrew Third Party Claim seeks an orderindemnified party, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee that Interbrew reasonably determinessuch indemnified party may use its reasonable judgment in determining whether to so agree, after conferring with its outside counsel, cansuch agreement not to be separated from any related claim for money damages. If such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev shall be entitled to assume the defense of the portion relating to money damagesunreasonably withheld.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified partyPurchaser, AmBev Seller shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by AmBevSeller; provided, however, that such counsel is not reasonably objected to by InterbrewPurchaser. Should AmBev Seller so elect to assume the defense of an Interbrew a Third Party Claim, AmBev Seller shall not be liable to the applicable Interbrew Indemnitee Purchaser for any legal expenses subsequently incurred by such Interbrew Indemnitee Purchaser in connection with the defense thereof. If AmBev Seller assumes such defense, Interbrew Purchaser shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBevSeller), at its own expense, separate from the counsel employed by AmBevSeller, it being understood that AmBev Seller shall control such defense. AmBev Seller shall be liable for the reasonable fees and expenses of counsel employed by Interbrew Purchaser for any period during which AmBev Seller has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee shall have failed to give notice of the Interbrew Third Party Claim as provided above)thereof. If AmBev Seller chooses to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties Purchaser shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBevSeller's request) the provision to AmBev Seller of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not AmBev Seller assumes the defense of an Interbrew a Third Party Claim, no Interbrew Indemnitee Purchaser shall not admit any liability with respect to, or settle, compromise or discharge, any Interbrew such Third Party Claim without AmBevSeller's prior written consent (which consent shall not be unreasonably withheld). If AmBev Seller assumes the defense of an Interbrew a Third Party Claim, the applicable Interbrew Indemnitee Purchaser shall agree to any settlement, compromise or discharge of such Interbrew a Third Party Claim that AmBev Seller may recommend and that by its terms obligates AmBev to pay the full amount of the liability in connection with such Interbrew Third Party Claim, which releases Interbrew Purchaser completely in connection with such Interbrew Third Party Claim and that could would not otherwise adversely affect Interbrewbe likely to set a precedential custom or practice adverse to the continuing business interest of Purchaser. Notwithstanding the foregoing, AmBev Seller shall not be entitled to assume the defense of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee Purchaser in defending such Interbrew Third Party Claim) if the Interbrew Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee Purchaser that Interbrew Purchaser reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev Seller shall be entitled to assume the defense of the portion relating to money damages.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified party, AmBev except as otherwise provided in this Section 8.06(b), the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by AmBev; provided, however, that such counsel is not reasonably objected to by Interbrewthe indemnifying party. Should AmBev the indemnifying party so elect in writing to assume the defense of an Interbrew a Third Party Claim, AmBev the indemnifying party shall not be liable to the applicable Interbrew Indemnitee indemnified party for any legal expenses subsequently incurred by such Interbrew Indemnitee the indemnified party in connection with the defense thereof. If AmBev the indemnifying party assumes such defense, Interbrew the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBev)counsel, at its own expense, separate from the counsel employed by AmBevthe indemnifying party, it being understood that AmBev the indemnifying party shall control such defense. AmBev The indemnifying party shall be liable for the reasonable and documented fees and expenses of the indemnified party (including counsel employed by Interbrew fees and expenses) as they are incurred, for any period during which AmBev the indemnifying party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee the indemnified party shall have failed to give notice of the Interbrew Third Party Claim as provided abovein accordance with Section 8.06(a)). If AmBev the indemnifying party chooses to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBev's the indemnifying party’s request) the provision to AmBev the indemnifying party of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis to testify and provide additional information and explanation of any material provided hereunder. Whether or not AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, no Interbrew Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any Interbrew such Third Party Claim without AmBev's the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld)consent. If AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, the applicable Interbrew Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such Interbrew a Third Party Claim that AmBev the indemnifying party may recommend and that which by its terms obligates AmBev the indemnifying party to pay the full amount of the liability in connection with such Interbrew Third Party Claim, Claim and which releases Interbrew the indemnified party completely in connection with such Interbrew Third Party Claim; provided, however, that the indemnifying party shall not, without prior written consent of the indemnified party, settle, compromise or offer to settle or compromise any Third Party Claim and on a basis that could not otherwise adversely affect Interbrewwould result in (i) injunctive or other nonmonetary relief against the indemnified party, including the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the indemnified party or (ii) a finding or admission of fault or misconduct by the indemnified party. Notwithstanding the foregoing, AmBev the indemnifying party shall not be entitled to assume the defense of any Interbrew Third Party Claim (and control of, and shall be liable for pay the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee retained by, the indemnified party in defending such Interbrew connection with a Third Party ClaimClaim as they are incurred if: (A) if the Interbrew such Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (B) such Third Party Claim seeks an ordernon-monetary relief which, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee if granted, could adversely affect the indemnified party, and that Interbrew reasonably determines, after conferring with its outside counsel, cannot be readily separated from any related claim for money damages. If damages (provided that if such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev the indemnifying party shall be entitled to assume the defense of the portion relating to money damages), (C) the indemnified party has been advised in writing by counsel that a reasonable likelihood exists of conflict of interest between the indemnifying party and the indemnified party or (D) the insurer under the R&W Insurance Policy has assumed the defense of such Third Party Claim in accordance with the terms of the R&W Insurance Policy, if applicable.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified party, AmBev the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by AmBevthe indemnifying party; provided, however, that such counsel is not reasonably objected to by Interbrewthe indemnified party. Should AmBev the indemnifying party so elect to assume the defense of an Interbrew a Third Party Claim, AmBev the indemnifying party shall not be liable to the applicable Interbrew Indemnitee indemnified party for any legal expenses subsequently incurred by such Interbrew Indemnitee the indemnified party in connection with the defense thereof. If AmBev the indemnifying party assumes such defense, Interbrew the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBev)counsel, at its own expense, separate from the counsel employed by AmBevthe indemnifying party, it being understood that AmBev the indemnifying party shall control such defense. AmBev The indemnifying party shall be liable for the fees and expenses of counsel employed by Interbrew the indemnified party for any period during which AmBev the indemnifying party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee shall have failed to give notice of the Interbrew Third Party Claim as provided above)thereof. If AmBev the indemnifying party chooses to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBevthe indemnifying party's request) the provision to AmBev the indemnifying party of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, no Interbrew Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any Interbrew such Third Party Claim without AmBevthe indemnifying party's prior written consent (which consent shall not be unreasonably withheld). If AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, the applicable Interbrew Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such Interbrew a Third Party Claim that AmBev the indemnifying party may recommend and that by its terms obligates AmBev the indemnifying party to pay the full amount of the liability in connection with such Interbrew Third Party Claim, which releases Interbrew the indemnified party completely in connection with such Interbrew Third Party Claim and that could would not otherwise adversely affect Interbrew. Notwithstanding the foregoing, AmBev shall not be entitled to assume the defense of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee in defending such Interbrew Third Party Claim) if the Interbrew Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee that Interbrew reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev shall be entitled to assume the defense of the portion relating to money damagesindemnified party.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified partyparty and the indemnifying party affirms in writing that the indemnifying party is required to indemnify the indemnified party under Section 9.02 or 9.03 in respect of such Third Party Claim, AmBev the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by AmBevthe indemnifying party; provided, however, that such counsel is not reasonably objected to by Interbrewthe indemnified party; provided, further, that the indemnifying party shall not be entitled to assume the defense of any Third-Party Claim if (i) the indemnified party shall have one or more legal or equitable defenses available to it which are different from or in addition to those available to the indemnifying party, and, in the reasonable opinion of the indemnified party, counsel for the indemnifying party could not adequately represent the interests of the indemnified party because such interests could be in conflict with those of the indemnifying party, (ii) such Third-Party Claim is reasonably likely to have a material and adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the indemnifying party, (iii) such Third-Party Claim involves injunctive or other non-monetary relief (provided that if such Third-Party Claim includes a request for injunctive or other non-monetary relief, the indemnifying party may assume the defense of such Third-Party Claim so long as the indemnified party has joint control of the defense of the portion of such Third-Party Claim relating to the request for injunctive or other non-monetary relief) or (iv) the indemnifying party shall not have assumed the defense of such Third-Party Claim in a timely fashion (but in any event within 30 days of written notice of such Third-Party Claim). Should AmBev the indemnifying party so elect to assume the defense of an Interbrew a Third Party Claim, AmBev the indemnifying party shall not be liable to the applicable Interbrew Indemnitee indemnified party for any legal expenses subsequently incurred by such Interbrew Indemnitee the indemnified party in connection with the defense thereof. If AmBev the indemnifying party assumes such defense, Interbrew the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBevthe indemnifying party), at its own expense, separate from the counsel employed by AmBevthe indemnifying party, it being understood that AmBev the indemnifying party shall control such defense. AmBev The indemnifying party shall be liable for the fees and expenses of counsel employed by Interbrew the indemnified party for any period during which AmBev the indemnifying party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee shall have failed to give notice of the Interbrew Third Party Claim as provided above)thereof. If AmBev the indemnifying party chooses to defend or prosecute an Interbrew a Third Party Claim, the indemnifying party shall keep the indemnified party reasonably apprised of the status of the Third-Party Claim and shall furnish the indemnified party with copies of all notices and documents (including court papers) received by the indemnifying party relating to the Third Party Claim, and all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBev's the indemnifying party’s request) the provision to AmBev the indemnifying party of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, no Interbrew Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any Interbrew such Third Party Claim without AmBev's the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). If AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, the applicable Interbrew Indemnitee indemnifying party shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without the indemnified party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that the indemnified party shall agree to any settlement, compromise or discharge of such Interbrew a Third Party Claim that AmBev the indemnifying party may recommend and that by its terms obligates AmBev the indemnifying party to pay the full amount of the liability in connection with such Interbrew Third Party Claim, which releases Interbrew the indemnified party completely and unconditionally from all liability in connection with such Interbrew Third Party Claim and that could would not otherwise adversely affect Interbrew. Notwithstanding the foregoing, AmBev shall not be entitled to assume the defense of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee in defending such Interbrew Third Party Claim) if the Interbrew Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee that Interbrew reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev shall be entitled to assume the defense of the portion relating to money damagesindemnified party.

Assumption. If an Interbrew Third a Third-Party Claim is made against an indemnified partyIndemnified Party, AmBev the Indemnifying Party shall be entitled to participate in the defense thereof andand (unless the Indemnifying Party fails to provide reasonable assurance to the Indemnified Party of its willingness and financial capacity to defend such Third-Party Claim), if it so chooses, to assume the defense thereof with counsel selected by AmBevthe Indemnifying Party by providing the Indemnified Party with written notice of such election within thirty (30) days after its receipt of the applicable Third-Party Claim Notice; provided, however, that such counsel is not reasonably objected to by Interbrewthe Indemnified Party. Should AmBev so elect to assume If the Indemnifying Party assumes the defense of an Interbrew Third a Third-Party ClaimClaim in accordance with this Section 10.06(b), AmBev the Indemnifying Party shall not be liable to the applicable Interbrew Indemnitee Indemnified Party for any legal expenses subsequently incurred by such Interbrew Indemnitee the Indemnified Party in connection with the defense thereofthereof (which, for the sake of clarity, will not be Losses indemnifiable under this Article X). Any such participation or assumption shall not constitute a waiver by any party of any attorney-client privilege in connection with such Third-Party Claim. If AmBev the Indemnifying Party assumes such defensethe defense of a Third-Party Claim in accordance with this Section 10.06(b), Interbrew the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBev)counsel, at its own expense, separate from the counsel employed by AmBevthe Indemnifying Party, it being understood that AmBev the Indemnifying Party shall control such defense. AmBev The Indemnifying Party shall be liable (subject to Section 10.06 below) for the fees and expenses of counsel employed by Interbrew the Indemnified Party for any period during which AmBev the Indemnifying Party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee shall have failed to give notice of the Interbrew Third Party Claim as provided above)thereof. If AmBev the Indemnifying Party chooses to defend or prosecute an Interbrew Third a Third-Party Claim, all the indemnified parties Indemnified Parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBev's the Indemnifying Party’s request) the provision to AmBev the Indemnifying Party of records and information that are reasonably relevant to such Interbrew Third Third-Party Claim, and making employees available on a mutually convenient basis at such times and places as may be reasonably necessary to provide defend against such Third-Party Claim for the purpose of providing additional information and information, explanation of any material provided hereunderor testimony in connection with such Third-Party Claim. Whether or not AmBev If the Indemnifying Party assumes the defense of an Interbrew Third Party Claim, no Interbrew Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any Interbrew Third Party Claim without AmBev's prior written consent (which consent shall not be unreasonably withheld). If AmBev assumes the defense of an Interbrew Third a Third-Party Claim, the applicable Interbrew Indemnitee Indemnifying Party shall not agree to the entry of any settlement, Judgment or enter into any settlement or compromise or discharge of with respect to such Interbrew Third Third-Party Claim that AmBev may recommend and that by its terms obligates AmBev to pay without the full amount prior written consent of the liability Indemnified Party (not to be unreasonably withheld, delayed or conditioned) unless such settlement: (xx) does not involve any finding or admission of any violation of Law; (yy) does not involve any relief other than monetary damages that are satisfied in full out of the Escrowed Consideration in the Escrow Account (in accordance with Section 10.08 below); and (zz) completely, finally and unconditionally releases the Indemnified Party in connection with such Interbrew Third Third-Party Claim, which releases Interbrew completely in connection with such Interbrew Third Party Claim and that could not otherwise adversely affect Interbrew. Notwithstanding the foregoing, AmBev the Indemnifying Party shall not be entitled to assume the defense of any Interbrew Third Third-Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee the Indemnified Party in defending such Interbrew Third Third-Party Claim) if if: (yyy) the Interbrew Third Third-Party Claim seeks an order, injunction or other equitable relief or relief for other than money monetary damages against an Interbrew Indemnitee that Interbrew reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of which the Interbrew Third Indemnified Party Claim can be so separated from that for money damages, AmBev shall could be entitled to assume indemnification under this Agreement; or (zzz) the Third-Party Claim is a criminal Proceeding, or relates to such a Proceeding, or the underlying facts or circumstances of which would reasonably be expected to give rise to such a Proceeding. If the Indemnified Party assumes the defense of a Third-Party Claim, the portion relating Indemnified Party shall not agree to money damagesthe entry of any judgment or enter into any settlement or compromise with respect to such Third-Party Claim without the prior written consent of the Indemnifying Party (not to be unreasonably withheld, delayed or conditioned).

Assumption. If an Interbrew a Third Party Claim is made against an indemnified partya Seller Indemnified Party, AmBev the Purchaser shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by AmBevthe Purchaser; provided, however, that such counsel is not reasonably objected to by Interbrewthe Seller Indemnified Party. Should AmBev the Purchaser so elect to assume the defense of an Interbrew a Third Party Claim, AmBev the Purchaser shall not be liable to the applicable Interbrew Indemnitee Seller Indemnified Party for any legal expenses subsequently incurred by such Interbrew Indemnitee the Seller Indemnified Party in connection with the defense thereof. If AmBev the Purchaser assumes such defense, Interbrew the Seller Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBevthe Purchaser), at its own expense, separate from the counsel employed by AmBevthe Purchaser, it being understood that AmBev the Purchaser shall control such defense. AmBev The Purchaser shall be liable for the reasonable fees and expenses of counsel employed by Interbrew the Purchaser for any period during which AmBev the Purchaser has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee the applicable Seller Indemnified Party shall have failed to give notice of the Interbrew Third Party Claim as provided above). If AmBev the Purchaser chooses to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties applicable Seller Indemnified Parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBevthe indemnifying party's request) the provision to AmBev the Purchaser of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not AmBev the Purchaser assumes the defense of an Interbrew a Third Party Claim, no Interbrew Indemnitee the Seller Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, any Interbrew or offer to settle, compromise or discharge, such Third Party Claim without AmBevthe Purchaser's prior written consent (which consent shall not may be unreasonably withheld). If AmBev the Purchaser assumes the defense of an Interbrew a Third Party Claim, the applicable Interbrew Indemnitee Seller Indemnified Party shall agree to any settlement, compromise or discharge of such Interbrew a Third Party Claim that AmBev the Purchaser may recommend and that by its terms (i) obligates AmBev the Purchaser to pay the full amount of the liability in connection with such Interbrew Third Party Claim, which (ii) releases Interbrew the Seller Indemnified Party completely in connection with such Interbrew Third Party Claim Claim, and that could (iii) would not otherwise adversely affect Interbrewthe Seller Indemnified Party in any material respect. Notwithstanding In the foregoing, AmBev shall not be entitled to assume the defense of any Interbrew event a Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee in defending such Interbrew Third is asserted against a Purchaser Indemnified Party Claim) if the Interbrew Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee that Interbrew reasonably determinesin the Bankruptcy Court, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev Sellers shall be entitled to assume file a motion to transfer such Third Party Claim to the defense of the portion relating to money damagesBankruptcy Court.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified party, AmBev the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense and, subject to the seventh sentence of this Section 8.04(b), settlement thereof with counsel selected by AmBevthe indemnifying party and shall have the right, but not the obligation, to assert any cross-claim or counterclaim in connection therewith; provided, however, that such counsel is not reasonably objected to by Interbrewthe indemnified party. Should AmBev the indemnifying party so elect to assume the defense of an Interbrew a Third Party Claim, AmBev the indemnifying party shall not be liable to the applicable Interbrew Indemnitee indemnified party for any legal expenses subsequently incurred by such Interbrew Indemnitee the indemnified party in connection with the defense thereof. If AmBev the indemnifying party assumes such defense, Interbrew the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBev)counsel, at its own expense, separate from the counsel employed by AmBevthe indemnifying party, it being understood that AmBev the indemnifying party shall control such defense. AmBev The indemnifying party shall be liable for the reasonable fees and expenses of counsel employed by Interbrew the indemnified party for any period during which AmBev the indemnifying party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee shall have failed to give notice of the Interbrew Third Party Claim as provided above)thereof. If AmBev the indemnifying party chooses to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBev's the indemnifying party’s request) the provision to AmBev the indemnifying party of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not AmBev If the indemnifying party assumes the defense of an Interbrew a Third Party Claim, no Interbrew Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any Interbrew Third Party Claim without AmBev's prior written consent (which consent shall not be unreasonably withheld). If AmBev assumes A) the defense of an Interbrew Third Party Claim, the applicable Interbrew Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such Interbrew a Third Party Claim that AmBev the indemnifying party may recommend and that by its terms obligates AmBev the indemnifying party to pay the full amount of the liability in connection with such Interbrew Third Party Claim, which releases Interbrew the indemnified party completely in connection with such Interbrew Third Party Claim and that could would not otherwise adversely affect Interbrewthe indemnified party, and (B) the indemnified party shall not enter into any settlement, compromise or discharge of a Third Party Claim without the prior written consent of the indemnifying party (which shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, AmBev the indemnifying party shall not be entitled to assume the defense of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee the indemnified party in defending such Interbrew Third Party Claim) if (i) the Interbrew Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee the indemnified party that Interbrew the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damagesdamages or (ii) the indemnified party reasonably believes itself to be exposed, in the event that such Third Party Claim is not resolved in the indemnified party or indemnifying party’s favor, to Losses in excess of amounts reasonably expected to be received from the indemnifying party. If In the case of any Third Party Claim referred to in clause (i) of the immediately preceding sentence, if such equitable relief or other relief portion of the Interbrew such Third Party Claim can be so separated from that for money damages, AmBev the indemnifying party shall be entitled to assume the defense of the portion of such Third Party Claim relating to money damages.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified party, AmBev the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by AmBevthe indemnifying party; provided, however, that such counsel is not reasonably objected to by Interbrewthe indemnified party. Should AmBev the indemnifying party so elect to assume the defense of an Interbrew a Third Party Claim, AmBev the indemnifying party shall not be liable to the applicable Interbrew Indemnitee indemnified party for any legal expenses subsequently incurred by such Interbrew Indemnitee the indemnified party in connection with the defense thereof. If AmBev the indemnifying party assumes such defense, Interbrew the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBev)counsel, at its own expense, separate from the counsel employed by AmBevthe indemnifying party, it being understood that AmBev the indemnifying party shall control such defense. AmBev The indemnifying party shall be liable for the fees and expenses of counsel employed by Interbrew the indemnified party for any period during which AmBev the indemnifying party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee shall have failed to give notice of the Interbrew Third Party Claim as provided above)thereof. If AmBev the indemnifying party chooses to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBev's the indemnifying party’s request) the provision to AmBev the indemnifying party of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, no Interbrew Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any Interbrew such Third Party Claim without AmBev's the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld). If AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, the applicable Interbrew Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such Interbrew a Third Party Claim that AmBev the indemnifying party may recommend and that by its terms obligates AmBev the indemnifying party to pay the full amount of the liability in connection with such Interbrew Third Party Claim, which releases Interbrew the indemnified party completely in connection with such Interbrew Third Party Claim and that could would not otherwise adversely affect Interbrewthe indemnified party in any material respect. Notwithstanding the foregoing, AmBev the indemnifying party shall not be entitled to assume the defense of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee the indemnified party in defending such Interbrew Third Party Claim) (x) unless the indemnifying party acknowledges in writing, based on the alleged facts stated in the notice delivered to the indemnifying party pursuant to Section 8.05(a), its irrevocable and unconditional obligation to indemnify the indemnified party hereunder (subject to the limitations set forth in this Article VIII), (y) there is reasonable probability that the indemnifying party shall, after giving effect to the limitations set forth in Section 8.01(b) and the other provisions of this Agreement and the Ancillary Agreements, bear in excess of 50% of any Losses with respect to such claim and (z) if the Interbrew Third Party Claim seeks involves primarily a claim for monetary damages and any claim for an order, injunction or other equitable relief or relief for other than money monetary damages against the indemnified party as part of such claim is only incidental to such claim for monetary damages (provided that if the Third Party Claim seeks more than an Interbrew Indemnitee incidental order, injunction or other equitable relief or relief for other than monetary damages against the indemnified party that Interbrew the indemnified party reasonably determines, after conferring with its outside counsel, cannot can be readily separated from any related claim for money damages. If such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money monetary damages, AmBev the indemnifying party shall be entitled to assume the control of the defense of the portion relating to money monetary damages).

Assumption. If an Interbrew a Third Party Claim is made against an indemnified party, AmBev the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by AmBev; provided, however, that such counsel is not reasonably objected to by Interbrewthe indemnifying party. Should AmBev the indemnifying party so elect in writing to assume the defense of an Interbrew a Third Party Claim, AmBev the indemnifying party shall not be liable to the applicable Interbrew Indemnitee indemnified party for any legal expenses subsequently incurred by such Interbrew Indemnitee the indemnified party in connection with the defense thereof. If AmBev the indemnifying party assumes such defense, Interbrew the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBev)counsel, at its own expense, separate from the counsel employed by AmBevthe indemnifying party, it being understood that AmBev the indemnifying party shall control such defense. AmBev The indemnifying party shall be liable for the reasonable and documented fees and expenses of counsel employed by Interbrew the indemnified party for any period during which AmBev the indemnifying party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee the indemnified party shall have failed to give notice of the Interbrew Third Party Claim as provided abovein accordance with Section 8.06(a)). If AmBev the indemnifying party chooses to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBev's the indemnifying party’s request) the provision to AmBev the indemnifying party of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis to testify and provide additional information and explanation of any material provided hereunder. Whether or not AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, no Interbrew Indemnitee the indemnified party shall not admit any liability with respect toto (other than giving testimony under oath when required to do so), or settle, compromise or discharge, any Interbrew such Third Party Claim without AmBev's the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld)consent. If AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, the applicable Interbrew Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such Interbrew a Third Party Claim that AmBev the indemnifying party may recommend and that by its terms obligates AmBev the indemnifying party to pay the full amount of the liability in connection with such Interbrew Third Party Claim, Claim and which releases Interbrew the indemnified party completely in connection with such Interbrew Third Party Claim; provided, however, that the indemnifying party shall not, without prior written consent of the indemnified party (which consent shall not be unreasonably withheld, conditioned or delayed), settle, compromise or offer to settle or compromise any Third Party Claim and on a basis that could not otherwise adversely affect Interbrew. Notwithstanding would result in (i) injunctive or other nonmonetary relief against the foregoingindemnified party, AmBev shall not be entitled to assume including the defense imposition of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee in defending such Interbrew Third Party Claim) if the Interbrew Third Party Claim seeks an a consent order, injunction or other equitable relief decree that would restrict the future activity or relief for other than money damages against an Interbrew Indemnitee that Interbrew reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion conduct of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev shall be entitled to assume indemnified party or (ii) a finding or admission of fault or misconduct by the defense of the portion relating to money damagesindemnified party.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified partyparty and the indemnifying party confirms in writing that it is obligated to indemnify such indemnified party pursuant to this Article VIII, AmBev the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by AmBevthe indemnifying party, PROVIDED that such Third Party Claim, together with all other indemnity claims then pending or theretofore made by the indemnified party, does not exceed the Indemnification Maximum; providedand, howeverPROVIDED, FURTHER, that such counsel is not reasonably objected to by Interbrewthe indemnified party. Any election to assume the defense by the indemnifying party must be made in writing within 30 days after notice of claim from the indemnified party or within 30 days after the indemnified party presents a proposed settlement for indemnifying party's approval as set forth below. Should AmBev the indemnifying party so elect to assume the defense of an Interbrew a Third Party Claim, AmBev the indemnifying party shall not be liable to the applicable Interbrew Indemnitee indemnified party for any legal expenses subsequently incurred by such Interbrew Indemnitee the indemnified party in connection with the defense thereof. If AmBev the indemnifying party assumes such defense, Interbrew the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBev)counsel, at its own expense, separate from the counsel employed by AmBevthe indemnifying party, it being understood that AmBev the indemnifying party shall control such defense, except to the extent that separate defenses are available to the indemnified party. AmBev The indemnifying party shall be liable for the fees and expenses of counsel employed by Interbrew the indemnified party for any period during which AmBev the indemnifying party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee shall have failed to give notice of the Interbrew Third Party Claim as provided above)thereof. If AmBev the indemnifying party chooses to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. If the indemnified party defends or prosecutes a Third Party Claim, all indemnifying parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBevthe indemnifying or indemnified party's request) the provision to AmBev the indemnifying or indemnified party of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not AmBev If the indemnifying party assumes the defense of an Interbrew Third Party Claim, no Interbrew Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any Interbrew Third Party Claim without AmBev's prior written consent (which consent shall not be unreasonably withheld). If AmBev assumes the defense of an Interbrew a Third Party Claim, the applicable Interbrew Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such Interbrew a Third Party Claim that AmBev the indemnifying party may recommend and that by its terms obligates AmBev the indemnifying party to pay the full amount of the liability in connection with such Interbrew Third Party Claim, which releases Interbrew the indemnified party completely in connection with such Interbrew Third Party Claim and that could would not otherwise adversely affect Interbrewthe indemnified party. Notwithstanding the foregoing, AmBev the indemnifying party shall not be entitled to assume the defense of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee the indemnified party in defending such Interbrew Third Party Claim) if the Interbrew Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee the indemnified party that Interbrew the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev the indemnifying party shall be entitled to assume the defense of the portion relating to money damages. In the event the indemnifying party fails to assume the defense, settlement, or appeal of such Third Party Claim and/or fails to confirm in writing its obligation to indemnify the indemnified party pursuant to this Article VIII within 30 days after receipt of notice thereof from the indemnified party, the indemnified party shall have the right to undertake the defense, settlement, or appeal of such Third Party Claim.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified partya Parent Indemnitee, AmBev the Company Members shall be entitled to participate in the defense thereof andand (unless the Company Members are also a party to such Third Party Claim and the Parent Indemnitee provides the Company Members with written advice of outside counsel to the Parent Indemnitee to the effect that there are legal defenses available to the Parent Indemnitee that are different from or additional to those available to the Company Members that, if the Parent Indemnitee and the Company Members were to be represented by the same counsel, would constitute a conflict of interest for such counsel or prejudice the prosecution of the defenses available to such Parent Indemnitee), if it so chooses, to assume the defense thereof with counsel selected by AmBevthe Company Members; provided, however, that such counsel is not reasonably objected to by Interbrewthe Parent Indemnitee. Should AmBev so elect The assumption of the defense of any Third Party Claim shall not require the Company Members to agree to be liable for any Losses in respect of such Third Party Claim and shall be without prejudice to any rights or defenses of the Company Members in respect of whether any Parent Indemnitee is entitled to indemnification for any particular Loss. If the Company Members assume the defense of an Interbrew a Third Party ClaimClaim in accordance with this Section 8(b), AmBev the Company Members shall not be liable to the applicable Interbrew Parent Indemnitee for any legal expenses subsequently incurred by such Interbrew the Parent Indemnitee in connection with the defense thereof. Any such participation or assumption shall not constitute a waiver by any party of any attorney-client privilege in connection with such Third Party Claim. If AmBev assumes such defensethe Company Members assume the defense of a Third Party Claim in accordance with this Section 8(b), Interbrew the Parent Indemnitees shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBevthe Company Members), at its their own expense, separate from the counsel employed by AmBevthe Company Members, it being understood that AmBev the Company Members shall control such defense. AmBev shall be liable for If the fees and expenses of counsel employed by Interbrew for any period during which AmBev has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee shall have failed to give notice of the Interbrew Third Party Claim as provided above). If AmBev chooses Company Members choose to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties Parent Indemnitees shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBev's the Company Members’ request) the provision to AmBev the Company Members of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis at such times and places as may be reasonably necessary to provide defend against such Third Party Claim for the purpose of providing additional information and information, explanation of any material provided hereunderor testimony in connection with such Third Party Claim. Whether or not AmBev assumes the Company Members assume the defense of an Interbrew a Third Party Claim, no Interbrew Indemnitee the Parent Indemnitees shall not admit any liability with respect to, or settle, compromise or discharge, any Interbrew such Third Party Claim without AmBev's the Company Members’ prior written consent, not to be unreasonably withheld, conditioned or delayed. If the Company Members assume the defense of a Third Party Claim, the Company Members shall not settle such Third Party Claim without the consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed). If AmBev assumes , except that the defense of an Interbrew Third Party Claim, Company Members shall have the applicable Interbrew Indemnitee shall agree right to any settlement, compromise or discharge of settle such Interbrew Third Party Claim that AmBev may recommend without the consent of Parent if such settlement (i) does not involve any admission by Parent of any violation of criminal Law, (ii) does not involve any relief against Parent other than monetary damages and that by its terms obligates AmBev to pay the full amount (iii) provides a customary release of the liability Parent in connection with such Interbrew Third Party Claim, which releases Interbrew completely in connection with such Interbrew Third Party Claim and that could not otherwise adversely affect Interbrew. Notwithstanding the foregoing, AmBev shall not be entitled to assume the defense of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee in defending such Interbrew Third Party Claim) if the Interbrew Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee that Interbrew reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev shall be entitled to assume the defense of the portion relating to money damages.

Assumption. If an Interbrew Third a Third-Party Claim is made against an indemnified party, AmBev the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooseschooses and acknowledges its obligation to fully indemnify, to assume the defense thereof with counsel selected by AmBevthe indemnifying party; providedPROVIDED, howeverHOWEVER, that such counsel is not reasonably objected to by Interbrewthe indemnified party. Should AmBev the indemnifying party so elect to assume the defense of an Interbrew Third a Third-Party Claim, AmBev the indemnifying party shall not be liable to the applicable Interbrew Indemnitee indemnified party for any legal expenses subsequently incurred by such Interbrew Indemnitee the indemnified party in connection with the defense thereof. If AmBev the indemnifying party assumes such defense, Interbrew the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBev)counsel, at its own expense, separate from the counsel employed by AmBevthe indemnifying party, it being understood that AmBev the indemnifying party shall control such defense. AmBev The indemnifying party shall be liable for the fees and expenses of counsel employed by Interbrew the indemnified party for any period during which AmBev the indemnifying party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee shall have failed thereof. If the named parties to give notice of the Interbrew Third a Third-Party Claim as provided above)include both the indemnifying party and the indemnified party and the indemnified party have been advised by counsel that there is a conflict of interest requiring the indemnified party to have separate counsel, the indemnifying party shall be liable for all reasonable fees and expenses of one such separate counsel for all indemnified parties in connection with that Third-Party Claim. The indemnifying party shall be liable for the reasonable fees and expenses of one local counsel, if required. If AmBev the indemnifying party chooses to defend or prosecute an Interbrew Third a Third-Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBevthe indemnifying party's request) the provision to AmBev the indemnifying party of records and information that are reasonably relevant to such Interbrew Third Third-Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not AmBev the indemnifying party assumes the defense of an Interbrew Third a Third-Party Claim, no Interbrew Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any Interbrew Third such Third-Party Claim without AmBevthe indemnifying party's prior written consent (which consent shall not be unreasonably withheldwithheld or delayed). If AmBev the indemnifying party assumes the defense of an Interbrew Third a Third-Party Claim, the applicable Interbrew Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such Interbrew Third a Third-Party Claim that AmBev the indemnifying party may recommend and that by its terms obligates AmBev the indemnifying party to pay the full amount of the liability in connection with such Interbrew Third Third-Party Claim, which releases Interbrew the indemnified party completely in connection with such Interbrew Third Third-Party Claim. If any Third-Party Claim seeks injunctive relief against an indemnified party and that could not otherwise adversely affect Interbrew. Notwithstanding such relief would reasonably be likely to have an adverse effect on such indemnified party's business operations, then notwithstanding the foregoing, AmBev shall not be entitled to assume the defense of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee in defending such Interbrew Third Party Claim) if the Interbrew Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee that Interbrew reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev indemnified party shall be entitled to assume control the defense of such Third-Party Claim, including to retain counsel, at the portion relating indemnifying party's cost and expense, so long as the indemnifying party has the right to money damagesconsult and participate in such defense.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified party, AmBev the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by AmBevthe indemnifying party that is reasonably acceptable to the indemnified party; providedprovided that the indemnifying party shall not be entitled to assume or continue control of the defense of any Third Party Claim if (i) the Third Party Claim relates to or arises in connection with any criminal or quasi-criminal Proceeding, however(ii) the Third Party Claim principally seeks an injunction or equitable relief against any indemnified party, that such counsel (iii) the Third Party Claim when taken together with all other unresolved Third Party Claims has resulted, or would reasonably be expected to result in, Losses in excess of the Cap, (iv) the Third Party Claim would reasonably be expected to have a material adverse effect on the indemnified party’s business or relates to its customers, suppliers, vendors or other service providers or (v) the indemnifying party has failed or is not reasonably objected failing to by Interbrewdefend or prosecute in good faith the Third Party Claim. Should AmBev the indemnifying party so elect in writing to assume the defense of an Interbrew a Third Party Claim, AmBev (x) the indemnifying party shall defend such Third Party Claim in good faith and (y) the indemnifying party shall not be liable to the applicable Interbrew Indemnitee indemnified party for any legal expenses subsequently incurred by such Interbrew Indemnitee the indemnified party in connection with the defense thereof; provided, that if on the advice of counsel to the indemnified party, (1) there are legal defenses available to an indemnified party that are different from or additional to those available to the indemnifying party; or (2) there exists reasonable likelihood of a conflict of interest between the indemnifying party and the indemnified party, the indemnifying party shall be liable for the reasonable fees and expenses of counsel to the indemnified party in each jurisdiction for which the indemnified party determines counsel is required. If AmBev the indemnifying party assumes such defense, Interbrew the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected counsel, subject to by AmBev), at its own expensethe immediately preceding sentence, separate from the counsel employed by AmBevthe indemnifying party, it being understood that AmBev the indemnifying party shall control such defense. AmBev The indemnifying party shall be liable for the fees and expenses of counsel employed by Interbrew the indemnified party for any period during which AmBev the indemnifying party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee the indemnified party shall have failed to give notice of the Interbrew Third Party Claim as provided above). If AmBev the indemnifying party chooses to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties shall reasonably cooperate in the defense or prosecution thereofthereof upon the request of, and at the sole cost and expense of, the indemnifying party. Such cooperation shall include the retention of, and (upon AmBev's the indemnifying party’s written request) , the provision to AmBev of of, records and information that are reasonably relevant to such Interbrew Third Party Claim (which shall be subject to Section 5.07 and Section 5.12). Whether or not the indemnifying party assumes the defense of a Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or the indemnified party shall not AmBev assumes the defense of an Interbrew Third Party Claim, no Interbrew Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any Interbrew discharge such Third Party Claim without AmBev's the indemnifying party’s prior written consent (which consent shall not to be unreasonably withheld, conditioned or delayed). If AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, the applicable Interbrew Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such Interbrew a Third Party Claim that AmBev the indemnifying party may recommend and that by its terms (i) involves only money damages and does not seek an injunction, equitable relief or other nonmonetary relief against any indemnified party, including the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the indemnified party, (ii) contains an unconditional release of each indemnified party with respect to such Third Party Claim, (iii) includes no finding or admission of fault or misconduct by any indemnified party, and (iv) obligates AmBev the indemnifying party to pay the full amount of the liability in connection with such Interbrew Third Party Claimtherewith (regardless of the Cap) (a settlement, compromise or discharge meeting all requirements of clauses (i) through (iv), a “Specified Settlement”); provided, however, that the indemnifying party shall not, without prior written consent of the indemnified party (which releases Interbrew completely in connection with such Interbrew consent shall not be unreasonably withheld, conditioned or delayed), settle, compromise or offer to settle or compromise any Third Party Claim and that could not otherwise adversely affect Interbrew. Notwithstanding the foregoingexcept if such settlement, AmBev shall not be entitled to assume the defense of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee in defending such Interbrew Third Party Claim) if the Interbrew Third Party Claim seeks an order, injunction compromise or other equitable relief or relief for other than money damages against an Interbrew Indemnitee that Interbrew reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev shall be entitled to assume the defense of the portion relating to money damagesoffer is a Specified Settlement.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified partyIndemnified Party, AmBev the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by AmBevthe indemnifying party; provided, however, that such counsel is not reasonably objected to by Interbrewthe Indemnified Party and provided further that the indemnifying party shall keep the Indemnified Party reasonably informed on all aspects of such defense. Should AmBev the indemnifying party so elect to assume the defense of an Interbrew a Third Party Claim, AmBev the indemnifying party shall not be liable to the applicable Interbrew Indemnitee Indemnified Party for any legal expenses subsequently incurred by such Interbrew Indemnitee the Indemnified Party in connection with the defense thereof. If AmBev the indemnifying party assumes such defense, Interbrew the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBevthe indemnifying party), at its own expense, separate from the counsel employed by AmBevthe indemnifying party, it being understood that AmBev the indemnifying party shall control such defense. AmBev The indemnifying party shall be liable for the fees and expenses of counsel employed by Interbrew the Indemnified Party for any period during which AmBev the indemnifying party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee the Indemnified Party shall have failed to give notice of the Interbrew Third Party Claim as provided above). If AmBev the indemnifying party chooses to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties Indemnified Parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBev's the indemnifying party’s request) the provision to AmBev the indemnifying party of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees reasonably available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, no Interbrew Indemnitee the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, any Interbrew such Third Party Claim without AmBev's the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld). If AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, the applicable Interbrew Indemnitee Indemnified Party shall agree to any settlement, compromise or discharge of such Interbrew a Third Party Claim that AmBev the indemnifying party may recommend and that by its terms obligates AmBev the indemnifying party to pay the full amount of the liability in connection with such Interbrew Third Party Claim, Claim and which unconditionally releases Interbrew the Indemnified Party completely in connection with such Interbrew Third Party Claim. Notwithstanding any provision of this Section 9.04(b) to the contrary, the preceding sentence shall not apply to the settlement, compromise or discharge of any Third Party Claim and that could not otherwise adversely affect Interbrew. Notwithstanding relating to Taxes (including, without limitation, any Retained Tax Liability) if (i) the foregoing, AmBev shall not be entitled to assume the defense of any Interbrew Third Party Claim (and shall at issue could reasonably be liable expected to result in any additional Tax liability in excess of $500,000 per year for the reasonable fees Purchaser and expenses of counsel incurred by an Interbrew Indemnitee its Affiliates in defending connection with the Business, and (ii) the Purchaser agrees in writing, in form and substance reasonably acceptable to the Sellers, to indemnify the Sellers, from the time that the Sellers notify the Purchaser in writing that they have a preliminary agreement to settle, compromise or discharge such Interbrew Third Party Claim) if Retained Tax Liability (such written notice to include the Interbrew Third Party Claim seeks an orderamount at which such Retained Tax Liability is proposed to be settled, injunction compromised or other equitable relief discharged), for their additional defense costs associated with such Retained Tax Liability and any increase to the amount at which the Sellers proposed to settle, compromise or relief for other than money damages against an Interbrew Indemnitee that Interbrew reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If discharge such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev shall be entitled to assume the defense of the portion relating to money damagesRetained Tax Liability.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified party, AmBev the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by AmBevthe indemnifying party; provided, however, that such counsel is not reasonably objected to by Interbrewthe indemnified party. Should AmBev the indemnifying party so elect to assume the defense of an Interbrew a Third Party Claim, AmBev the indemnifying party shall not be liable to the applicable Interbrew Indemnitee indemnified party for any legal expenses subsequently incurred by such Interbrew Indemnitee the indemnified party in connection with the defense thereof. If AmBev the indemnifying party assumes such defense, Interbrew the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBevthe indemnifying party), at its own expense, separate from the counsel employed by AmBevthe indemnifying party, it being understood that AmBev the indemnifying party shall control such defense. AmBev The indemnifying party shall be liable for the fees and expenses of counsel employed by Interbrew the indemnified party for any period during which AmBev the indemnifying party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee shall have failed to give notice of the Interbrew Third Party Claim as provided above)thereof. If AmBev the indemnifying party chooses to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBevthe indemnifying party's request) the provision to AmBev the indemnifying party of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, no Interbrew Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any Interbrew such Third Party Claim without AmBevthe indemnifying party's prior written consent (which consent shall not be unreasonably withheld). If AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, the applicable Interbrew Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such Interbrew a Third Party Claim that AmBev the indemnifying party may recommend and that by its terms obligates AmBev the indemnifying party to pay the full 72 67 amount of the liability in connection with such Interbrew Third Party Claim, and which releases Interbrew the indemnified party completely in connection with such Interbrew Third Party Claim and that could not otherwise adversely affect Interbrew. Notwithstanding the foregoing, AmBev shall not be entitled to assume the defense of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee in defending such Interbrew Third Party Claim) if the Interbrew Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee that Interbrew reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev shall be entitled to assume the defense of the portion relating to money damages.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified party, AmBev the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by AmBevthe indemnifying party; providedprovided that the indemnifying party shall not be entitled to assume control of such defense if (i) such Third Party Claim relates to or arises in connection with any criminal action, however(ii) such Third Party Claim seeks an injunction or equitable relief against the indemnified party, (iii) such Third Party Claim relates to Taxes, or (iv) upon petition by the indemnified party, the appropriate court rules that the indemnifying party failed or is failing to vigorously prosecute or defend such counsel is not reasonably objected to by InterbrewThird Party Claim. Should AmBev the indemnifying party so elect in writing to assume the defense of an Interbrew a Third Party Claim, AmBev the indemnifying party shall not be liable to the applicable Interbrew Indemnitee indemnified party for any legal expenses subsequently incurred by such Interbrew Indemnitee the indemnified party in connection with the defense thereof. If AmBev the indemnifying party assumes such defense, Interbrew the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBev)counsel, at its own expense, separate from the counsel employed by AmBevthe indemnifying party, it being understood that AmBev the indemnifying party shall control such defense. AmBev The indemnifying party shall be liable for the reasonable and documented fees and expenses of counsel employed by Interbrew the indemnified party for any period during which AmBev the indemnifying party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee the indemnified party shall have failed to give notice of the Interbrew Third Party Claim as provided abovein accordance with Section 8.18(a)). If AmBev the indemnifying party chooses to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties shall reasonably cooperate in the defense or prosecution thereof. Such reasonable cooperation shall include the retention and (upon AmBev's the indemnifying party’s request) the provision to AmBev the indemnifying party of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis to testify and provide additional information and explanation of any material provided hereunder, provided, however, that the indemnified parties shall not be required to provide such access if the applicable indemnified party determines, in its reasonable judgment, that doing so could jeopardize the protection of an attorney-client privilege, attorney work product protection or other legal privilege (it being understood that the indemnified parties shall use reasonable best efforts to provide such access in a manner that does not jeopardize any such privilege or protection). Whether or not AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, no Interbrew Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any Interbrew such Third Party Claim without AmBev's the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) unless such settlement, compromise or discharge releases the indemnifying party completely and irrevocably and would not result in (i) injunctive or other nonmonetary relief against the indemnifying party (other than customary confidentiality obligations), including the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the indemnifying party or (ii) a finding or admission of fault, guilt or misconduct by the indemnifying party or any of its Affiliates. If AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, the applicable Interbrew Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such Interbrew a Third Party Claim that AmBev the indemnifying party may recommend and that by its terms obligates AmBev the indemnifying party to pay the full amount of the liability in connection with such Interbrew Third Party Claim, Claim and which releases Interbrew the indemnified party completely and irrevocably in connection with such Interbrew Third Party Claim; provided, however, that the indemnifying party shall not, without prior written consent of the indemnified party (which consent shall not be unreasonably withheld, conditioned or delayed), settle, compromise or offer to settle or compromise any Third Party Claim and on a basis that could not otherwise adversely affect Interbrewwould result in (i) injunctive or other nonmonetary relief against the indemnified party (other than customary confidentiality obligations), including the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the indemnified party or (ii) a finding or admission of fault, guilt or misconduct by the indemnified party or any of its Affiliates. Notwithstanding the foregoing, AmBev Purchaser shall not be entitled precluded from filing any Tax Returns in respect of Escheat Liabilities that are due after the Closing Date and paying the Escheat Liabilities reported thereon to assume the defense of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee in defending such Interbrew Third Party Claim) if the Interbrew Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee that Interbrew reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev shall be entitled to assume the defense of the portion relating to money damagesapplicable Governmental Entities.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified partyany of the Indemnified Parties, AmBev the Indemnifying Party shall (upon notice to the Indemnified Parties) be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by AmBevthe Indemnifying Parties; provided, however, that such counsel is not reasonably objected to by Interbrewthe Indemnified Parties; provided further that the Indemnifying Parties shall not be entitled to assume the defense of a Third Party Claim unless and until the Indemnifying Parties have agreed in writing that it is obligated to indemnify the Indemnified Parties in full for such Third Party Claim. Should AmBev so Except as provided below, if the Indemnifying Parties elect to assume the defense of an Interbrew a Third Party Claim, AmBev the Indemnifying Parties shall not be liable to the applicable Interbrew Indemnitee Indemnified Parties for any reasonable legal expenses subsequently incurred by such Interbrew Indemnitee the Indemnified Parties in connection with the defense thereof. If AmBev assumes the Indemnifying Parties assume such defense, Interbrew the Indemnified Parties shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBev)counsel, at its own expense, separate from the counsel employed by AmBevthe Indemnifying Parties, it being understood that AmBev the Indemnifying Parties shall control such defense. AmBev ; provided that the Indemnifying Party shall be liable for bear the reasonable fees and expenses of such separate counsel (i) if the parties to any such action or proceeding (including impleaded parties) include any of the Indemnified Parties and any of the Indemnifying Parties, and representation of such Indemnifying Parties and any such Indemnified Parties, be inappropriate due to a conflict of interest or (ii) if the Indemnifying Parties shall not have employed by Interbrew for any period during which AmBev has not assumed the defense thereof counsel (other than during any period in which an Interbrew Indemnitee shall have failed counsel that is reasonably objected to give by the Indemnified Parties) within a reasonable time after the Indemnified Parties has given notice of the Interbrew institution of a Third Party Claim as provided abovein compliance with Section 13.4(a). If AmBev the Indemnifying Parties elects not to defend such Third Party Claims and the Indemnified Parties litigates or otherwise contests or settles such Third Party Claim, then the Indemnifying Parties shall promptly reimburse the Indemnified Parties for all damages incurred by the Indemnified Parties, including the amount of any judgment or settlement and reasonable attorney's fees. If the Indemnifying Party chooses to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties Indemnified Parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBevthe Indemnifying Party's request) the provision to AmBev the Indemnifying Party of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not AmBev If the Indemnifying Party assumes the defense of an Interbrew a Third Party Claim, no Interbrew Indemnitee the Indemnified Parties shall not admit any liability with respect to, or settle, compromise or discharge, any Interbrew such Third Party Claim without AmBev's the Indemnifying Parties' prior written consent (which consent shall not be unreasonably withheldwithheld or delayed). If AmBev assumes the Indemnifying Parties assume the defense of an Interbrew a Third Party Claim, the applicable Interbrew Indemnitee Indemnified Parties shall not be obligated to agree to any settlement, compromise or discharge of such Interbrew a Third Party Claim that AmBev the Indemnifying Parties may recommend and that recommend, unless by its terms such settlement, compromise or discharge obligates AmBev the Indemnifying Parties to pay the full amount of the liability in connection with such Interbrew Third Party Claim, which releases Interbrew the Indemnified Parties completely in connection with such Interbrew Third Party Claim and that could would not otherwise materially adversely affect Interbrewthe Indemnified Parties. Notwithstanding Without limiting the foregoing, AmBev shall not be entitled in connection with Third Party Claims for which the Indemnifying Parties have indemnified the Acquiror pursuant to Section 13.1(a)(v), the Indemnifying Parties may elect to have counsel for the Acquiror assume the defense of such Third Party Claims, in which event, the actions and strategy of the Indemnified Parties shall be subject to the reasonable approval of the Indemnifying Parties, provided, however, that this sentence shall not be deemed a waiver of the Indemnifying Parties to consent to any Interbrew settlement with respect to any Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee in defending such Interbrew Third Party Claim) if the Interbrew Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee that Interbrew reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev shall be entitled pursuant to assume the defense of the portion relating to money damagesthis Section 13.4.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified party, AmBev the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by AmBevthe indemnifying party; provided, however, that such counsel is not reasonably objected to by Interbrewthe indemnified party. Should AmBev the indemnifying party so elect to assume the defense of an Interbrew a Third Party Claim, AmBev the indemnifying party shall not be liable to the applicable Interbrew Indemnitee indemnified party for any legal expenses subsequently incurred by such Interbrew Indemnitee the indemnified party in connection with the defense thereof. If AmBev the indemnifying party assumes such defense, Interbrew the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBevthe indemnifying party), at its own expense, separate from the counsel employed by AmBevthe indemnifying party, it being understood that AmBev the indemnifying party shall control such defense. AmBev The indemnifying party shall be liable for the fees and expenses of counsel employed by Interbrew the indemnified party for any period during which AmBev the indemnifying party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee the indemnified party shall have failed to give notice of the Interbrew Third Party Claim as provided above). If AmBev the indemnifying party chooses to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBev's the indemnifying party’s request) the provision to AmBev the indemnifying party of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, no Interbrew Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any Interbrew such Third Party Claim without AmBev's the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld). If AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, the applicable Interbrew Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such Interbrew a Third Party Claim that AmBev the indemnifying party may recommend and that by its terms obligates AmBev the indemnifying party to pay the full amount of the liability in connection with such Interbrew Third Party Claim, which releases Interbrew the indemnified party completely in connection with such Interbrew Third Party Claim and that could would not otherwise adversely affect Interbrewthe indemnified party; provided, however, that solely in connection with any settlement, compromise or discharge of any claim to which the Principal Seller’s indemnification obligations under Section 7.02(d) apply, the indemnified party shall agree to any such settlement, compromise or discharge which includes a release of the indemnified party in respect of Indemnification Losses. Notwithstanding the foregoing, AmBev except in respect of any Third Party Claim falling within the scope of Section 7.02(d), the indemnifying party shall not be entitled to assume the defense of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee the indemnified party in defending such Interbrew Third Party Claim) if the Interbrew Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee the indemnified party that Interbrew the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev the indemnifying party shall be entitled to assume the defense of the portion relating to money damages.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified party, AmBev the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by AmBevthe indemnifying party; provided, however, that such counsel is not reasonably objected to by Interbrewthe indemnified party. Should AmBev the indemnifying party so elect to assume the defense of an Interbrew a Third Party Claim, AmBev the indemnifying party shall not be liable to the applicable Interbrew Indemnitee indemnified party for any legal expenses subsequently incurred by such Interbrew Indemnitee the indemnified party in connection with the defense thereof. If AmBev the indemnifying party assumes such defense, Interbrew the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBevthe indemnifying party)), at its own expense, separate from the counsel employed by AmBevthe indemnifying party, it being understood that AmBev the indemnifying party shall control such defense. AmBev The indemnifying party shall be liable for the fees and expenses of counsel employed by Interbrew the indemnified party for any period during which AmBev the indemnifying party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee the indemnified party shall have failed to give notice of the Interbrew Third Party Claim as provided above). If AmBev the indemnifying party chooses to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBev's the indemnifying party’s request) the provision to AmBev the indemnifying party of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, no Interbrew Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any Interbrew such Third Party Claim without AmBev's the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld). If AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, the applicable Interbrew Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such Interbrew a Third Party Claim that AmBev the indemnifying party may recommend and that by its terms obligates AmBev the indemnifying 0000-0000-0000.8 party to pay the full amount of the liability in connection with such Interbrew Third Party Claim, which releases Interbrew the indemnified party completely in connection with such Interbrew Third Party Claim and that could would not otherwise adversely affect Interbrewthe indemnified party. Notwithstanding the foregoing, AmBev the indemnifying party shall not be entitled to assume the defense of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee the indemnified party in defending such Interbrew Third Party Claim) if the Interbrew Third Party Claim seeks an order, injunction injunction, or other equitable relief or relief for other than money damages against an Interbrew Indemnitee the indemnified party that Interbrew the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev the indemnifying party shall be entitled to assume the defense of the portion relating to money damages.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified partyIndemnified Party, AmBev the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by AmBev; provided, however, that such counsel is not reasonably objected to by Interbrewthe Indemnifying Party. Should AmBev the Indemnifying Party so elect to assume the defense of an Interbrew a Third Party Claim, AmBev the Indemnifying Party shall not be liable to the applicable Interbrew Indemnitee Indemnified Party for any legal expenses subsequently incurred by such Interbrew Indemnitee the Indemnified Party in connection with the defense thereof. If AmBev the Indemnifying Party assumes such defense, Interbrew the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBev)counsel, at its own expense, separate from the counsel employed by AmBevthe Indemnifying Party, it being understood that AmBev the Indemnifying Party shall control such defense. AmBev The Indemnifying Party shall be liable for the fees and expenses of counsel employed by Interbrew the Indemnified Party for any period during which AmBev the Indemnifying Party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee the Indemnified Party shall have failed to give notice of the Interbrew Third Party Claim as provided above). If AmBev the Indemnifying Party chooses to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties Indemnified Parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBev's the Indemnifying Party’s request) the provision to AmBev the Indemnifying Party of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunderunder this Agreement. Whether or not AmBev the Indemnifying Party assumes the defense of an Interbrew a Third Party Claim, no Interbrew Indemnitee the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, any Interbrew such Third Party Claim without AmBev's the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld). If AmBev the Indemnifying Party assumes the defense of an Interbrew a Third Party Claim, the applicable Interbrew Indemnitee Indemnified Party shall agree to any settlement, compromise or discharge of such Interbrew a Third Party Claim that AmBev the Indemnifying Party may recommend and that by its terms obligates AmBev the Indemnifying Party to pay the full amount of the liability in connection with such Interbrew Third Party Claim, which releases Interbrew the Indemnified Party completely in connection with such Interbrew Third Party Claim and that could would not otherwise materially adversely affect Interbrew. Notwithstanding the foregoing, AmBev shall not be entitled to assume the defense of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee in defending such Interbrew Third Party Claim) if the Interbrew Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee that Interbrew reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev shall be entitled to assume the defense of the portion relating to money damagesIndemnified Party.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified partya Parent Indemnitee, AmBev the Securityholder Representative (on behalf of the Securityholders) shall be entitled to participate in the defense thereof andand (unless the Securityholder Representative is also a party to such Third Party Claim and Parent Indemnitee determines in good faith that joint representation would be inappropriate), if it Securityholder Representative so chooses, to assume the defense thereof with counsel selected by AmBev; providedthe Securityholder Representative, however, that such which counsel is not must be reasonably objected satisfactory to by InterbrewParent. Should AmBev so elect to assume If Securityholder Representative assumes the defense of an Interbrew a Third Party Claim in accordance with this Section 8.03(b), it shall be conclusively established for purposes hereof that such Third Party Claim is within the scope of and subject to indemnification hereunder. Any such participation or assumption shall not constitute a waiver by any party of any attorney-client privilege in connection with such Third Party Claim. If the Securityholder Representative assumes the defense of a Third Party Claim in accordance with this Section 8.03(b), AmBev shall not be liable to the applicable Interbrew Parent Indemnitee for any legal expenses subsequently incurred by such Interbrew Indemnitee in connection with the defense thereof. If AmBev assumes such defense, Interbrew shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBev)counsel, at its own expense, separate from the counsel employed by AmBevthe Securityholder Representative, it being understood that AmBev Securityholder Representative shall control such defense. AmBev ; provided, however, that Losses for which the Parent Indemnitee may recover shall be liable for the include fees and expenses of separate counsel employed if the employment of separate counsel shall have been authorized in writing by Interbrew for any period during which AmBev has not assumed Securityholder Representative in connection with defending such claim or the defense thereof (other than during any period in which an Interbrew Parent Indemnitee shall have failed been advised by counsel that (A) there may be defenses available to give notice Parent Indemnitee that are different to or additional to those available to Securityholder Representative or (B) there is a conflict of the Interbrew Third Party Claim as provided above)interest that could make it inappropriate under applicable standards of professional conduct to have common counsel. If AmBev the Securityholder Representative chooses to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties Parent Indemnitees shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBev's the Securityholder Representative’s request) the provision to AmBev Securityholder Representative of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on at such times and places as may be reasonably necessary to defend against such Third Party Claim for the purpose of providing additional information, explanation or testimony in connection with such Third Party Claim. If notice is given to the Securityholder Representative of a mutually convenient basis Third Party Claim in accordance with this Section 8.03(b) and the Securityholder Representative does not, within 10 Business Days after such notice is given, give notice to provide additional information and explanation Parent of any material provided hereunder. Whether or not AmBev assumes its election to assume the defense of an Interbrew Third Party Claim, no Interbrew Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any Interbrew Third Party Claim without AmBev's prior written consent (which consent shall not be unreasonably withheld). If AmBev assumes the defense of an Interbrew such Third Party Claim, the applicable Interbrew Indemnitee shall agree to Securityholder Representative will be bound by any determination made in such Third Party Claim or any settlement, compromise or discharge effected by Parent Indemnitee. If the Securityholder Representative assumes the defense of a Third Party Claim, the Securityholder Representative shall defend such Interbrew Third Party Claim vigorously and diligently to final conclusion or settlement of such Third Party Claim; provided, however, that AmBev may recommend and that by its terms obligates AmBev to pay Securityholder Representative shall not settle such Third Party Claim without the full amount consent of Parent unless such settlement (i) does not involve any finding or admission of any violation of Law or any violation of the liability rights of any Person and would not have any adverse effect on any other claims that may be made against Parent Indemnitee, (ii) does not involve any relief other than monetary damages that are paid in full out of the Indemnity Holdback Amount and (iii) completely, finally and unconditionally releases the Parent Indemnitees in connection with such Interbrew Third Party Claim, which releases Interbrew completely in connection with such Interbrew Third Party Claim and that could not otherwise adversely affect Interbrew. Notwithstanding the foregoing, AmBev the Securityholder Representative shall not be entitled to assume the defense of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew the Parent Indemnitee in defending such Interbrew Third Party Claim) if (i) the Interbrew Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money monetary damages against an Interbrew for which any Parent Indemnitee that Interbrew reasonably determineswould be entitled to indemnification under this Agreement, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of (ii) the Interbrew Third Party Claim can is a criminal, civil or administrative Action, or relates to such an Action, or the underlying facts or circumstances of which could reasonably be so separated from expected to give rise to such an Action, (iii) involves a counterparty that for money damagesis a customer, AmBev shall be entitled to assume the defense supplier or other material partner of the portion relating Group Companies or that could reasonably be expected to money damagesresult in a material adverse impact on any Parent Indemnitee’s relationship with one or more of such customers, suppliers or other material partners or (iv) has a reasonable risk of resulting in a Loss (when aggregated with other realized or potential Losses which relate to indemnification claims made pursuant to this Agreement) that would exceed the remaining amount of the Indemnity Holdback Amount.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified party, AmBev the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by AmBevnotifying the indemnified party in writing to such effect within 30 days of receipt of the indemnified party's notice of such Third Party Claim; provided, however, that the indemnified party shall have the right to employ counsel to represent it if, in the indemnified party's reasonable judgment, it is advisable to, in light of the separate interests of the indemnified party, to be represented by separate counsel (including, as applicable, local counsel), and in that event the reasonable fees and expenses of such separate counsel is shall be paid by the indemnifying party and; provided, further, that the indemnifying party shall not reasonably objected to by Interbrew. Should AmBev so elect have the right to assume the defense of an Interbrew such Third Parry Claim unless (i) the indemnifying party acknowledges fully the rights of the Indemnified Party (and does not contest, as a whole or in part) the indemnified party's indemnification rights for the Third Party Claim, AmBev (ii) the counsel selected by the indemnifying party is reasonably satisfactory to the indemnified party, (iii) the indemnified party is kept informed of all material developments and is furnished copies of all material papers filed or sent to or from the opposing party or parties and (iv) the indemnifying party prosecutes the defense of such Third Party Claim with commercially reasonable diligence in a manner which does not materially prejudice the defense of such Third Party Claim. If the indemnifying party does not give timely notice in accordance with the preceding sentence, the indemnifying party shall be deemed to have given notice that it does not be wish to control the handling of such Third Party Claim. In the event the indemnifying party elects (by notice in writing within such 30 day period) to assume the defense of or otherwise control the handling of any such Third Party Claim for which indemnity is sought, the indemnifying party shall indemnify and hold harmless the indemnified party from and against any and all reasonable professional fees (including attorneys' fees, accountants, consultants and engineering fees) and investigation expenses incurred by the indemnified party prior to such election, notwithstanding the fact that the indemnifying party may not have been so liable to the applicable Interbrew Indemnitee for any legal expenses subsequently incurred by such Interbrew Indemnitee in connection with indemnified party had the indemnifying party not elected to assume the defense thereofof or to otherwise control the handling of such Third Party Claim. If AmBev the indemnifying party assumes such defensedefense in accordance with this Section 8.3(b), Interbrew the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBev)counsel, at its own expense, separate from the counsel employed by AmBevthe indemnifying party, it being understood that AmBev the indemnifying party shall control such defense. AmBev Notwithstanding the foregoing, the indemnifying party shall not be entitled to assume the defense of any Third Party Claim (and shall be liable for the fees and expenses of counsel employed incurred by Interbrew for any period during which AmBev has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee shall have failed to give notice of the Interbrew Third Party Claim as provided above). If AmBev chooses to defend or prosecute an Interbrew Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBev's request) the provision to AmBev of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not AmBev assumes the defense of an Interbrew Third Party Claim, no Interbrew Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any Interbrew Third Party Claim without AmBev's prior written consent (which consent shall not be unreasonably withheld). If AmBev assumes the defense of an Interbrew Third Party Claim, the applicable Interbrew Indemnitee shall agree to any settlement, compromise or discharge of such Interbrew Third Party Claim that AmBev may recommend and that by its terms obligates AmBev to pay the full amount of the liability in connection with such Interbrew Third Party Claim, which releases Interbrew completely in connection with such Interbrew Third Party Claim and that could not otherwise adversely affect Interbrew. Notwithstanding the foregoing, AmBev shall not be entitled to assume the defense of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee party in defending such Interbrew Third Party Claim) if the Interbrew Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee the indemnified party that Interbrew the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev the indemnifying party shall be entitled to assume the defense of the portion relating to money damages.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified party, AmBev the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by AmBevthe indemnifying party; provided, however, that such counsel is not reasonably objected to by Interbrewthe indemnified party. Should AmBev the indemnifying party so elect to assume the defense of an Interbrew a Third Party Claim, AmBev the indemnifying party shall not be liable to the applicable Interbrew Indemnitee indemnified party for any legal expenses subsequently incurred by such Interbrew Indemnitee the indemnified party in connection with the defense thereof. If AmBev the indemnifying party assumes such defense, Interbrew the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBevthe indemnifying party), at its own expense, separate from the counsel employed by AmBevthe indemnifying party, it being understood that AmBev the indemnifying party shall control such defense. AmBev The indemnifying party shall be liable for the fees and expenses of counsel employed by Interbrew the indemnified party for any period during which AmBev the indemnifying party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee the indemnified party shall have failed to give notice of the Interbrew Third Party Claim as provided above). If AmBev the indemnifying party chooses to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBev's the indemnifying party’s request) the provision to AmBev the indemnifying party of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, no Interbrew Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any Interbrew such Third Party Claim without AmBev's the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld)consent. If AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, the applicable Interbrew Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such Interbrew a Third Party Claim that AmBev the indemnifying party may recommend and that by its terms obligates AmBev the indemnifying party to pay the full amount of the liability in connection with such Interbrew Third Party Claim, Claim and which releases Interbrew the indemnified party completely in connection with such Interbrew Third Party Claim and that could not otherwise adversely affect Interbrew. Notwithstanding the foregoing, AmBev shall not be entitled to assume the defense of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee in defending such Interbrew Third Party Claim) if the Interbrew Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee that Interbrew reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev shall be entitled to assume the defense of the portion relating to money damages.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified party, AmBev the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by AmBev; provided, however, that such counsel is not reasonably objected to by Interbrewthe indemnifying party. Should AmBev the indemnifying party so elect in writing to assume the defense of an Interbrew a Third Party Claim, AmBev the indemnifying party shall not be liable to the applicable Interbrew Indemnitee indemnified party for any legal expenses subsequently incurred by such Interbrew Indemnitee the indemnified party in connection with the defense thereof. If AmBev the indemnifying party assumes such defense, Interbrew the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBev)counsel, at its own expense, separate from the counsel employed by AmBevthe indemnifying party, it being understood that AmBev the indemnifying party shall control such defense. AmBev The indemnifying party shall be liable for the reasonable and documented fees and expenses of counsel employed by Interbrew the indemnified party for any period during which AmBev the indemnifying party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee the indemnified party shall have failed to give notice of the Interbrew Third Party Claim as provided abovein accordance with Section 8.05(a)). If AmBev the indemnifying party chooses to defend or prosecute an Interbrew a Third Party Claim, all of the indemnified parties shall reasonably cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBev's the indemnifying party’s request) the provision to AmBev the indemnifying party of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis to testify and provide additional information and explanation of any material provided hereunder. Whether or not AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, no Interbrew Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any Interbrew such Third Party Claim without AmBev's the indemnifying party’s prior written consent. If the indemnifying party assumes the defense of a Third Party Claim, the indemnifying party shall defend such Third Party Claim diligently to final conclusion or settlement of such Third Party Claim; provided, however, that the indemnifying party shall not, without prior written consent of the indemnified party (which consent shall not be unreasonably withheld, conditioned or delayed). If AmBev assumes the defense of an Interbrew Third Party Claim, the applicable Interbrew Indemnitee shall agree to any settlementsettle, compromise or discharge of such Interbrew offer to settle or compromise any Third Party Claim on a basis that AmBev may recommend and would reasonably be expected to result in (i) injunctive or other nonmonetary relief against the indemnified party, including the imposition of a consent order, injunction or decree that by its terms obligates AmBev to pay would restrict the full amount future activity or conduct of the liability in connection with such Interbrew Third Party Claim, which releases Interbrew completely in connection with such Interbrew Third Party Claim and that could not otherwise adversely affect Interbrewindemnified party or (ii) a finding or admission of fault or misconduct by the indemnified party. Notwithstanding the foregoing, AmBev the indemnifying party shall not be entitled to assume the defense of any Interbrew Third Party Claim (and control of, and shall be liable for pay the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee retained by, the indemnified party in defending such Interbrew connection with a Third Party ClaimClaim as they are incurred if: (A) if the Interbrew such Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation or investigation, (B) such Third Party Claim seeks an ordernon-monetary relief which, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee if granted, could adversely affect the indemnified party, and that Interbrew reasonably determines, after conferring with its outside counsel, cannot be readily separated from any related claim for money damages. If damages (provided, that if such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev the indemnifying party 98 shall be entitled to assume the defense of the portion relating to money damages), (C) the monetary relief being sought is in excess of the amount that the indemnifying party is required to indemnify the indemnified party for, (D) the indemnified party has been advised in writing by counsel that a reasonable likelihood exists of conflict of interest between the indemnifying party and the indemnified party, or (E) where a Purchaser Indemnitee is the indemnified party, the indemnified party has made a claim with the insurer under the R&W Insurance Policy with respect to such Third Party Claim in accordance with the terms of the R&W Insurance Policy, if applicable.

Assumption. If an Interbrew Third Party Except as provided in Section 8.02(c) and (e) of this TMA, if a Tax Claim is made against an indemnified party, AmBev the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with professional advisors and counsel selected by AmBevthe indemnifying party; provided, however, that such professional advisors or counsel is are not reasonably objected to by Interbrewthe indemnified party. Should AmBev the indemnifying party so elect to assume the defense of an Interbrew Third Party a Tax Claim, AmBev the indemnifying party shall not be liable to the applicable Interbrew Indemnitee indemnified party for any legal fees or expenses relating to such professional advisors or counsel subsequently incurred by such Interbrew Indemnitee the indemnified party in connection with the defense thereof. If AmBev the indemnifying party assumes such defense, Interbrew the indemnified party shall have the right to participate in the defense thereof and to employ professional advisors and counsel (not reasonably objected to by AmBevthe indemnifying party), at its own expense, separate from the professional advisors and counsel employed by AmBevthe indemnifying party, it being understood that AmBev the indemnifying party shall control such defense. AmBev The indemnifying party shall be liable for the fees and expenses of professional advisors and counsel employed by Interbrew the indemnified party for any period during which AmBev the indemnifying party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee shall have failed to give notice of the Interbrew Third Party Claim as provided above)thereof. If AmBev the indemnifying party chooses to defend or prosecute an Interbrew Third Party a Tax Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBevthe indemnifying party's request) the provision to AmBev the indemnifying party of records and information that are reasonably relevant to such Interbrew Third Party Tax Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, cooperating and assisting in the investigation, defense and resolution of such matters and providing legal and business assistance with respect to such matters. Whether or not AmBev the indemnifying party assumes the defense of an Interbrew Third Party a Tax Claim, no Interbrew Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any Interbrew Third Party such Tax Claim without AmBevthe indemnifying party's prior written consent (which consent shall not be unreasonably withheld)consent. If AmBev the indemnifying party assumes the defense of an Interbrew Third Party a Tax Claim, the applicable Interbrew Indemnitee indemnified party shall agree to any settlement, compromise compromise, or discharge of such Interbrew Third Party a Tax Claim that AmBev the indemnifying party may recommend and that by its terms obligates AmBev the indemnifying party to pay the full amount of the liability in connection with such Interbrew Third Party Tax Claim; provided that if such settlement, which releases Interbrew completely compromise or discharge imposes conditions, costs or other detriments (in addition to the liability in connection with such Interbrew Third Party Claim and that could not otherwise adversely affect Interbrew. Notwithstanding the foregoing, AmBev shall not be entitled to assume the defense of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee in defending such Interbrew Third Party Tax Claim) if upon the Interbrew Third Party Claim seeks an orderindemnified party, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee that Interbrew reasonably determinessuch indemnified party may use its reasonable judgment in determining whether to so agree, after conferring with its outside counsel, cansuch agreement not to be separated from any related claim for money damages. If such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev shall be entitled to assume the defense of the portion relating to money damagesunreasonably withheld.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified partyIndemnified Party, AmBev the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by AmBevthe Indemnifying Party; provided, however, that such counsel is not reasonably objected to by Interbrewthe Indemnified Party. Should AmBev the Indemnifying Party so elect to assume the defense of an Interbrew a Third Party Claim, AmBev the Indemnifying Party shall not be liable to the applicable Interbrew Indemnitee Indemnified Party for any legal expenses subsequently incurred by such Interbrew Indemnitee the Indemnified Party in connection with the defense thereof. If AmBev the Indemnifying Party assumes such defense, Interbrew the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBev)counsel, at its own expense, separate from the counsel employed by AmBevthe Indemnifying Party, it being understood that AmBev the Indemnifying Party shall control such defense. AmBev The Indemnifying Party shall be liable for the fees and expenses of counsel employed by Interbrew the Indemnified Party in the defense of such Third Party Claim for any period during which AmBev the Indemnifying Party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee shall have failed to give notice of the Interbrew Third Party Claim as provided above)thereof. If AmBev chooses to defend or prosecute an Interbrew the Indemnifying Party assumes the defense of a Third Party Claim, all the indemnified parties Indemnified Party shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBev's request) the provision to AmBev of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not AmBev assumes the defense of an Interbrew Third Party Claim, no Interbrew Indemnitee shall admit any liability Liability with respect to, or settle, compromise or discharge, any Interbrew such Third Party Claim without AmBev's the Indemnifying Party’s prior written consent (which consent shall not be unreasonably withheld). If AmBev the Indemnifying Party assumes the defense of an Interbrew a Third Party Claim, (i) no compromise or settlement of such claims may be effected by the Indemnifying Party without the Indemnified Party’s consent (which shall not be unreasonably withheld or delayed) unless (A) there is no finding or admission of any violation by any Indemnified Party of any Legal Requirement or any violation by any Indemnified Party of the rights of any Person, and (B) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party; (ii) the Indemnifying Party will have no Liability with respect to any compromise or settlement of such Third Party Claim effected without the Indemnifying Party’s consent (which shall not be unreasonably withheld or delayed); and (iii) the Indemnified Party will cooperate as the Indemnifying Party may reasonably request in investigating, defending and (subject to clause (i)) settling such action or proceeding. To the extent the Indemnifying Party shall control or participate in the defense, settlement or compromise of a Third Party Claim, the applicable Interbrew Indemnitee Indemnified Party shall agree reasonably cooperate with the Indemnifying Party by providing records and other information on a timely basis that are reasonably relevant to any settlement, compromise or discharge of such Interbrew Third Party Claim that AmBev may recommend and that by its terms obligates AmBev to pay the full amount of the liability in connection with such Interbrew Third Party Claim, which releases Interbrew completely in connection with such Interbrew Third Party Claim and that could not otherwise adversely affect Interbrew. Notwithstanding the foregoing, AmBev shall not be entitled to assume the defense of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee in defending such Interbrew Third Party Claim) if the Interbrew Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee that Interbrew reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev shall be entitled to assume the defense of the portion relating to money damages.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified party, AmBev the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by AmBevthe indemnifying party; provided, however, that such counsel is not reasonably objected to by Interbrewthe indemnified party. Should AmBev the indemnifying party so elect to assume the defense of an Interbrew a Third Party Claim, AmBev the indemnifying party shall not be liable to the applicable Interbrew Indemnitee indemnified party for any legal expenses subsequently incurred by such Interbrew Indemnitee the indemnified party in connection with the defense thereof. If AmBev the indemnifying party assumes such defense, Interbrew the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBev)counsel, at its own expense, separate from the counsel employed by AmBevthe indemnifying party, it being understood that AmBev the indemnifying party shall control such defense. AmBev The indemnifying party shall be liable for the fees and expenses of counsel employed by Interbrew the indemnified party for any period during which AmBev the indemnifying party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee shall have failed to give notice of the Interbrew Third Party Claim as provided above)thereof. If AmBev the indemnifying party chooses to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBevthe indemnifying party's request) the provision to AmBev the indemnifying party of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, no Interbrew Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any Interbrew such Third Party Claim without AmBevthe indemnifying party's prior written consent (which consent shall not be unreasonably withheld). If AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, the applicable Interbrew Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such Interbrew a Third Party Claim that AmBev the indemnifying party may recommend and that by its terms obligates AmBev the indemnifying Confidential Treatment Requested. Confidential portions of this document have been redacted and have been separately filed with the Commission. party to pay the full amount of the liability in connection with such Interbrew Third Party Claim, which releases Interbrew the indemnified party completely in connection with such Interbrew Third Party Claim and that could would not otherwise adversely affect Interbrew. Notwithstanding the foregoing, AmBev shall not be entitled to assume the defense of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee in defending such Interbrew Third Party Claim) if the Interbrew Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee that Interbrew reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev shall be entitled to assume the defense of the portion relating to money damagesindemnified party.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified partyIndemnified Party, AmBev the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by AmBevthe indemnifying party; provided, however, that such counsel is not reasonably objected to by Interbrewthe Indemnified Party. Should AmBev the indemnifying party so elect to assume the defense of an Interbrew a Third Party Claim, AmBev the indemnifying party shall not be liable to the applicable Interbrew Indemnitee Indemnified Party for any reasonable legal expenses subsequently incurred by such Interbrew Indemnitee the Indemnified Party in connection with the defense thereof. If AmBev the indemnifying party assumes such defense, Interbrew the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBev)counsel, at its own expense, separate from the counsel employed by AmBevthe indemnifying party, it being understood that AmBev the indemnifying party shall control such defense; provided that the Indemnifying Parties shall bear the reasonable fees and expenses of such separate counsel (i) if the parties to any such action or proceeding (including impleaded parties) include both any Indemnifying Party and any Indemnified Party and representation of both parties would, in the reasonable opinion of counsel for the Indemnified Party, be inappropriate due to a conflict of interest or (ii) if the indemnifying party shall not have employed counsel (other than counsel that is reasonably objected to by the Indemnified Party) within a reasonable time after the Indemnified Party has given notice of the institution of a Third Party Claim in compliance with Section 15.4(a). AmBev The indemnifying party shall be liable for the reasonable fees and expenses of counsel employed by Interbrew the Indemnified Party for any period during which AmBev the indemnifying party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee shall have failed thereof, provided that such counsel is not reasonably objected to give notice of by the Interbrew Third Party Claim as provided above)indemnifying party. If AmBev the indemnifying party chooses to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties Indemnified Parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBevthe indemnifying party's request) the provision to AmBev the indemnifying party of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not AmBev If the indemnifying party assumes the defense of an Interbrew a Third Party Claim, no Interbrew Indemnitee the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, any Interbrew such Third Party Claim without AmBevthe indemnifying party's prior written consent (which consent shall not be unreasonably withheld). If AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, the applicable Interbrew Indemnitee Indemnified Party shall agree to any settlement, compromise or discharge of such Interbrew a Third Party Claim that AmBev the indemnifying party may recommend and that by its terms obligates AmBev the indemnifying party to pay the full amount of the liability in connection with such Interbrew Third Party Claim, which releases Interbrew the Indemnified Party completely in connection with such Interbrew Third Party Claim and that could would not otherwise materially adversely affect Interbrew. Notwithstanding the foregoing, AmBev shall not be entitled to assume the defense of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee in defending such Interbrew Third Party Claim) if the Interbrew Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee that Interbrew reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev shall be entitled to assume the defense of the portion relating to money damagesIndemnified Party.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified party, AmBev the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by AmBevthe indemnifying party; provided that the indemnifying party shall not have the right to assume the defense thereof where (1) the defendants in any such action include both the indemnified party and the indemnifying party, and the indemnified party has reasonably concluded based on the advice of counsel that there are legal defenses available to it which are different from, additional to or inconsistent with those available to the indemnifying party, or (2) it is reasonably likely that the losses or damages arising or resulting from such Third Party Claim will exceed the amount the indemnified party will be entitled to recover from the indemnifying party pursuant to this Agreement; provided, howeverfurther, that such counsel is not reasonably objected to by Interbrew. Should AmBev so elect notwithstanding the forgoing proviso, Seller shall have the absolute right to assume the defense of an Interbrew any Third Party Claim related to the matters on Section 11.01(a) of the Purchaser Disclosure Schedule. Should the indemnifying party so elect in writing to assume the defense of a Third Party Claim, AmBev and so long as the indemnifying party thereafter continues to diligently defend such Third Party Claim, the indemnifying party shall not be liable to the applicable Interbrew Indemnitee indemnified party for any legal expenses subsequently incurred by such Interbrew Indemnitee the indemnified party in connection with the defense thereof. If AmBev the indemnifying party assumes such defense, Interbrew the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBev)counsel, at its own expense, separate from the counsel employed by AmBevthe indemnifying party, it being understood that AmBev the indemnifying party shall control such defense. AmBev The indemnifying party shall be liable for the fees and expenses of counsel employed by Interbrew the indemnified party for any period during which AmBev the indemnifying party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee the indemnified party shall 50 have failed to give notice of the Interbrew Third Party Claim as provided above). If AmBev the indemnifying party chooses to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBev's the indemnifying party’s request) the provision to AmBev the indemnifying party of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis to testify and provide additional information and explanation of any material provided hereunder. Whether or not AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, no Interbrew Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any Interbrew such Third Party Claim without AmBev's the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld)consent. If AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, the applicable Interbrew Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such Interbrew a Third Party Claim that AmBev the indemnifying party may recommend and that by its terms obligates AmBev the indemnifying party to pay the full amount of the liability in connection with such Interbrew Third Party Claim, Claim and which releases Interbrew the indemnified party completely in connection with such Interbrew Third Party Claim; provided, however, that the indemnifying party shall not, without prior written consent of the indemnified party (which consent shall not be unreasonably withheld, conditioned or delayed), settle, compromise or offer to settle or compromise any Third Party Claim and on a basis that could not otherwise adversely affect Interbrew. Notwithstanding would result in (i) injunctive or other nonmonetary relief against the foregoingindemnified party, AmBev shall not be entitled to assume including the defense imposition of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee in defending such Interbrew Third Party Claim) if the Interbrew Third Party Claim seeks an a consent order, injunction or other equitable relief decree that would restrict the future activity or relief for other than money damages against an Interbrew Indemnitee that Interbrew reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion conduct of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev shall be entitled to assume indemnified party or (ii) a finding or admission of fault or misconduct by the defense of the portion relating to money damagesindemnified party.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified partyIndemnified Party, AmBev the Indemnifying Party shall be entitled to participate in the defense thereof at its own cost and expense and (unless the Indemnifying Party is also a party to such Third Party Claim and the Indemnified Party provides the Indemnifying Party with written advice of counsel to the Indemnified Party to the effect that there may be legal defenses available to the Indemnified Party that are different from or additional to those available to the Indemnifying Party and, that, in each case, if the Indemnified Party and the Indemnifying Party were to be represented by the same counsel, would constitute a conflict of interest for such counsel or materially prejudice the prosecution of the defenses available to such Indemnified Party, in which case the Indemnifying Party shall reimburse the Indemnified Parties for the costs and expenses of one outside counsel to represent all Indemnified Parties in such matter), if it so chooses, to assume the defense thereof with counsel selected by AmBevthe Indemnifying Party; provided, however, that such counsel is not reasonably objected to by Interbrewthe Indemnified Party. Should AmBev so elect Notwithstanding the foregoing, the Indemnifying Party shall not be entitled to assume or maintain control of the defense of an Interbrew any Third Party Claim and shall pay the reasonable fees, costs and expenses of one outside counsel retained by all Indemnified Parties to the extent the Third Party Claim relates to or arises in connection with any criminal proceeding, action, indictment, allegation, or investigation against the Indemnified Party. The assumption of the defense of any Third Party Claim shall be made by notice to the Indemnified Party not later than 20 Business Days following delivery of the applicable notice of claim to the Indemnifying Party, and the Indemnified Party may take such actions necessary or appropriate to defend such Third Party Claim until it receives notice from the Indemnifying Party, but without in any way waiving or otherwise affecting the Indemnified Party’s rights to indemnification pursuant to this Agreement. The Indemnifying Party shall be liable for the reasonable fees, costs and expenses of one outside counsel employed by all Indemnified Parties for any period during which the Indemnifying Party has not assumed the defense of a Third Party Claim for which the Indemnified Party is entitled to indemnification hereunder. If the Indemnifying Party assumes the defense of a Third Party Claim in accordance with this Section 8.06(b), the Indemnifying Party shall not, so long as it diligently conducts the defense of the applicable Third Party Claim, AmBev shall not be liable to the applicable Interbrew Indemnitee Indemnified Party for any legal expenses subsequently incurred by such Interbrew Indemnitee the Indemnified Party in connection with the defense thereof incurred after the date on which the Indemnified Party received notice thereof. Any such participation or assumption shall not constitute a waiver by any party of any attorney-client privilege in connection with such Third Party Claim. If AmBev the Indemnifying Party assumes such defensethe defense of a Third Party Claim in accordance with this Section 8.06(b), Interbrew the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBev)counsel, at its own expense, separate from the counsel employed by AmBevthe Indemnifying Party, it being understood that AmBev the Indemnifying Party shall control such defense. AmBev shall be liable for If the fees and expenses of counsel employed by Interbrew for any period during which AmBev has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee shall have failed to give notice of the Interbrew Third Indemnifying Party Claim as provided above). If AmBev chooses to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties Indemnified Parties shall cooperate in the defense or prosecution thereofthereof at the Indemnifying Party’s expense. Such cooperation shall include the retention and (upon AmBev's the Indemnifying Party’s request) the provision to AmBev the Indemnifying Party, during normal business hours, of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis during normal business hours as may be reasonably necessary to provide defend against such Third Party Claim for the purpose of providing additional information and information, explanation of any material provided hereunderor testimony in connection with such Third Party Claim. Whether or not AmBev the Indemnifying Party assumes the defense of an Interbrew a Third Party Claim, no Interbrew Indemnitee the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, any Interbrew such Third Party Claim without AmBev's the Indemnifying Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnifying Party shall not settle such Third Party Claim without the consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed). If AmBev assumes , except that the defense of an Interbrew Third Indemnifying Party Claim, shall have the applicable Interbrew Indemnitee shall agree right to any settlement, compromise or discharge of settle such Interbrew Third Party Claim that AmBev may recommend and that by its terms obligates AmBev to pay without the full amount consent of the Indemnified Party if (i) such settlement (A) does not involve any finding or admission of any violation of applicable Law, and does not include a statement or admission of fault, culpability or failure to act, in each case, by or on the part of any Indemnified Party, (B) does not involve any relief against the Indemnified Party other than monetary damages and (C) provides a customary, complete and unconditional release of the Indemnified Party from any and all liability in connection with such Interbrew Third Party Claim, which releases Interbrew completely in connection with such Interbrew Third Party Claim and that could not otherwise adversely affect Interbrew. Notwithstanding (ii) the foregoing, AmBev shall not Indemnifying Party pays or causes to be entitled to assume paid all amounts arising out of such settlement or judgment concurrently with the defense effectiveness of any Interbrew Third Party Claim such settlement or judgment (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee in defending such Interbrew Third Party Claim) if the Interbrew Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee that Interbrew reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damagesas contemplated by Section 8.03). If such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev shall be entitled to assume the defense of the portion relating to money damages.62

Assumption. If an Interbrew a Third Party Claim is made against an indemnified party, AmBev the indemnifying party shall be entitled to participate in the defense thereof and, and if it so chooses, to assume the defense thereof with counsel selected by AmBevthe indemnifying party; provided, however, that such counsel is not reasonably objected to by Interbrewthe indemnified party. Should AmBev the indemnifying party so elect to assume the defense of an Interbrew a Third Party Claim, AmBev the indemnifying party shall not be liable to the applicable Interbrew Indemnitee indemnified party for any legal expenses subsequently incurred by such Interbrew Indemnitee the indemnified party in connection with the defense thereof. If AmBev the indemnifying party assumes such defense, Interbrew the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBevthe indemnifying party), at its own expense, separate from the counsel employed by AmBevthe indemnifying party, it being understood that AmBev the indemnifying party shall control such defense. AmBev The indemnifying party shall be liable for the fees and expenses of counsel employed by Interbrew the indemnified party for any period during which AmBev the indemnifying party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee the indemnified party shall have failed to give notice of the Interbrew Third Party Claim as provided above). If AmBev the indemnifying party chooses to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBevthe indemnifying party's request) the provision to AmBev the indemnifying party of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis to testify and provide additional information and explanation of any material provided hereunder. Whether or not AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, no Interbrew Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any Interbrew such Third Party Claim without AmBevthe indemnifying party's prior written consent (which consent shall not be unreasonably withheld)consent. If AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, the applicable Interbrew Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such Interbrew a Third Party Claim that AmBev the indemnifying party may recommend and that by its terms obligates AmBev the indemnifying party to pay the full amount of the liability in connection with such Interbrew Third Party Claim, Claim and which releases Interbrew the indemnified party completely in connection with such Interbrew Third Party Claim and that could not otherwise adversely affect Interbrew. Notwithstanding the foregoing, AmBev shall not be entitled to assume the defense of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee in defending such Interbrew Third Party Claim) if the Interbrew Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee that Interbrew reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev shall be entitled to assume the defense of the portion relating to money damages.

Assumption. If an Interbrew In the event any suit or other legal Proceeding is brought with respect to such a Third Party Claim is made against an indemnified partyIndemnified Party, AmBev the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, upon reasonable prior notice, to assume the defense thereof with counsel selected by AmBevthe Indemnifying Party; provided, however, that such counsel is not reasonably objected to by Interbrewthe Indemnified Party. Should AmBev the Indemnifying Party so elect to assume the defense of an Interbrew a Third Party Claim, AmBev the Indemnifying Party shall not be liable to the applicable Interbrew Indemnitee Indemnified Party for any legal expenses subsequently incurred by such Interbrew Indemnitee the Indemnified Party in connection with the defense thereof. If AmBev the Indemnifying Party assumes such defense, Interbrew the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBevthe Indemnifying Party), at its own expense, separate from the counsel employed by AmBevthe Indemnifying Party if representation of both Parties by the same counsel creates a conflict of interest under applicable standards of professional conduct, it being understood that AmBev the Indemnifying Party shall control such defense. AmBev , including the right to control all negotiations, settlements, compromises and appeals of any such claim, all of which shall be liable for at the expense of the Indemnifying Party. In any event, if the Indemnifying Party fails to take reasonable steps necessary to defend diligently the action or Proceeding within 20 days after receiving a Claim Notice with respect to the Third Party Claim, the Indemnified Party may assume such defense, and the fees and expenses of counsel employed its attorneys will be covered by Interbrew the indemnity provided for any period during which AmBev has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee shall have failed to give notice this Article IX upon determination of the Interbrew Third Party Claim as provided above)Indemnifying Party’s indemnity obligation. If AmBev the Indemnifying Party chooses to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties Parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBev's the Indemnifying Party’s request) the provision to AmBev the Indemnifying Party of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, provided that a material failure to provide such cooperation by the Indemnified Party shall bar the Indemnified Party from any remedy with respect to such Third Party Claim. Whether or not AmBev the Indemnifying Party assumes the defense of an Interbrew a Third Party Claim, no Interbrew Indemnitee the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, any Interbrew such Third Party Claim without AmBev's the Indemnifying Party’s prior written consent (unless the sole relief granted is equitable relief for which consent shall the Indemnifying Party would have no liability and to which the Indemnifying Party would not be unreasonably withheld)subject. If AmBev assumes The Indemnifying Party shall not, without the defense prior written consent of an Interbrew Third Party Claimthe Indemnified Party, the applicable Interbrew Indemnitee shall agree consent to any a settlement, compromise or discharge of, or the entry of such Interbrew Third Party Claim that AmBev may recommend and that by its terms obligates AmBev to pay the full amount of the liability in connection with such Interbrew any judgment arising from, any Third Party Claim, which releases Interbrew completely in connection unless such settlement, compromise or discharge does not involve any finding or admission or any violation of Law or admission of any wrongdoing by the Indemnified Party and involves solely the payment of money and the Indemnifying Party shall (i) pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness of such Interbrew Third settlement, (ii) not encumber any of the assets of any Indemnified Party Claim and or agree to any restriction or condition that could not otherwise would apply to or adversely affect Interbrew. Notwithstanding the foregoingany Indemnified Party and (iii) obtain, AmBev shall not be entitled to assume the defense as a condition of any Interbrew Third settlement or other resolution, a complete and unconditional release of each Indemnified Party Claim (from any and shall be liable for the reasonable fees and expenses all liability in respect of counsel incurred by an Interbrew Indemnitee in defending such Interbrew Third Party Claim) if the Interbrew Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee that Interbrew reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev shall be entitled to assume the defense of the portion relating to money damages.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified party, AmBev the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by AmBevthe indemnifying party; provided, however, that such counsel is not reasonably objected to by Interbrewthe indemnified party. Should AmBev the indemnifying party so elect to assume the defense of an Interbrew a Third Party Claim, AmBev the indemnifying party shall not be liable to the applicable Interbrew Indemnitee indemnified party for any legal expenses subsequently incurred by such Interbrew Indemnitee the indemnified party in connection with the defense thereof. If AmBev the indemnifying party assumes such defense, Interbrew the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBevthe indemnifying party), at its own expense, separate from the counsel employed by AmBevthe indemnifying party, it being understood that AmBev the indemnifying party shall control such defense. AmBev The indemnifying party shall be liable for the fees and expenses of counsel employed by Interbrew the indemnified party for any period during which AmBev the indemnifying party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee the indemnified party shall have failed to give notice of the Interbrew Third Party Claim as provided above). If AmBev the indemnifying party chooses to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBevthe indemnifying party's request) the provision to AmBev the indemnifying party of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, no Interbrew Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any Interbrew such Third Party Claim without AmBevthe indemnifying party's prior written consent (which consent shall not be unreasonably withheldwithheld or delayed). If AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, the applicable Interbrew Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such Interbrew a Third Party Claim that AmBev the indemnifying party may recommend and that by its terms obligates AmBev the indemnifying party to pay the full amount of the liability in connection with such Interbrew Third Party Claim, which releases Interbrew the indemnified party completely in connection with such Interbrew Third Party Claim and that could not otherwise adversely affect Interbrew. Notwithstanding the foregoing, AmBev shall not be entitled to assume the defense of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee in defending such Interbrew Third Party Claim) if the Interbrew Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee that Interbrew reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev shall be entitled to assume the defense of the portion relating to money damages.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified party, AmBev the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by AmBevthe indemnifying party; provided, however, that such counsel is not reasonably objected to by Interbrewthe indemnified party. Should AmBev the indemnifying party so elect to assume the defense of an Interbrew a Third Party Claim, AmBev the indemnifying party shall not be liable to the applicable Interbrew Indemnitee indemnified party for any legal expenses subsequently incurred by such Interbrew Indemnitee the indemnified party in connection with the defense thereof. Notwithstanding the foregoing, the indemnifying party shall bear the reasonable fees, costs and expenses of one such separate counsel to the indemnified party in each jurisdiction (and shall pay such fees, costs and expenses as incurred), if the defendants in, or targets of, any such action or proceeding include both the indemnified party and the indemnifying party, and the indemnified party shall have reasonably concluded that there may be legal defenses available to it which are different from or additional to those available to the indemnifying party or that representation by the same counsel may be a conflict of interest (in which case the indemnifying party shall not have the right to direct the defense of such action or II-24 proceeding on behalf of the indemnified party). If AmBev the indemnifying party assumes such defense, Interbrew the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBev)counsel, at its own expense, separate from the counsel employed by AmBevthe indemnifying party, it being understood that AmBev the indemnifying party shall control such defense. AmBev The indemnifying party shall be liable for the reasonable fees and expenses of counsel employed by Interbrew the indemnified party for any period during which AmBev the indemnifying party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee shall have failed to give notice of the Interbrew Third Party Claim as provided above)thereof. If AmBev the indemnifying party chooses to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBev's the indemnifying party’s request) the provision to AmBev the indemnifying party of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not AmBev assumes the defense of an Interbrew Third Party Claim, no Interbrew Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any Interbrew Third Party Claim without AmBev's prior written consent The indemnified party (which consent shall not be unreasonably withheld). If AmBev assumes the defense of an Interbrew Third Party Claim, the applicable Interbrew Indemnitee A) shall agree to any settlement, compromise or discharge of such Interbrew a Third Party Claim that AmBev the indemnifying party may recommend and that by its terms obligates AmBev the indemnifying party to pay the full amount of the liability in connection with such Interbrew Third Party Claim, which releases Interbrew the indemnified party completely in connection with such Interbrew Third Party Claim and that could would not otherwise adversely affect Interbrewthe indemnified party, and (B) shall not enter into any settlement, compromise or discharge of a Third Party Claim without the prior written consent of the indemnifying party (which shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, AmBev the indemnifying party shall not be entitled to assume the defense of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee the indemnified party in defending such Interbrew Third Party Claim) if the Interbrew Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee the indemnified party that Interbrew the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If In the case of any Third Party Claim referred to in the immediately preceding sentence, if such equitable relief or other relief portion of the Interbrew such Third Party Claim can be so separated from that for money damages, AmBev the indemnifying party shall be entitled to assume the defense of the portion of such Third Party Claim relating to money damages.

Assumption. If an Interbrew Third a Third-Party Claim is made against an indemnified party, AmBev the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by AmBev; provided, however, that such counsel is not reasonably objected to by Interbrewthe indemnifying party. Should AmBev the indemnifying party so elect in writing to assume the defense of an Interbrew Third a Third-Party Claim, AmBev the indemnifying party shall not be liable to the applicable Interbrew Indemnitee indemnified party for any legal expenses subsequently incurred by such Interbrew Indemnitee the indemnified party in connection with the defense thereof. If AmBev the indemnifying party assumes such defense, Interbrew the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBev)counsel, at its own expense, separate from the counsel employed by AmBevthe indemnifying party, it being understood that AmBev the indemnifying party shall control such defense. AmBev The indemnifying party shall be liable for the reasonable and documented fees and expenses of counsel employed by Interbrew the indemnified party for any period during which AmBev the indemnifying party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee the indemnified party shall have failed to give notice of the Interbrew Third Third-Party Claim as provided abovein accordance with Section 8.05(a)). If AmBev the indemnifying party chooses to defend or prosecute an Interbrew Third a Third-Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBev's the indemnifying party’s request) the provision to AmBev the indemnifying party of records and information that are reasonably relevant to such Interbrew Third Third-Party Claim, and making employees available on a mutually convenient basis to testify and provide additional information and explanation of any material provided hereunder. Whether or not AmBev the indemnifying party assumes the defense of an Interbrew Third a Third-Party Claim, no Interbrew Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any Interbrew Third such Third-Party Claim without AmBev's the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld)consent. If AmBev the indemnifying party assumes the defense of an Interbrew Third a Third-Party Claim, the applicable Interbrew Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such Interbrew Third a Third-Party Claim that AmBev the indemnifying party may recommend and that by its terms obligates AmBev the indemnifying party to pay the full amount of the liability in connection with such Interbrew Third Third-Party Claim, Claim and which releases Interbrew the indemnified party completely in connection with such Interbrew Third Third-Party Claim and Claim; provided, however, that could not otherwise adversely affect Interbrew. Notwithstanding the foregoingindemnifying party shall not, AmBev without prior written consent of the indemnified party 66 (which consent shall not be entitled unreasonably withheld, conditioned or delayed), settle, compromise or offer to assume the defense of settle or compromise any Interbrew Third Third-Party Claim on a basis that would result in (and shall be liable for i) injunctive or other nonmonetary relief against the reasonable fees and expenses indemnified party, including the imposition of counsel incurred by an Interbrew Indemnitee in defending such Interbrew Third Party Claim) if the Interbrew Third Party Claim seeks an a consent order, injunction or other equitable relief decree that would restrict the future activity or relief for other than money damages against an Interbrew Indemnitee that Interbrew reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion conduct of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev shall be entitled to assume indemnified party or (ii) a finding or admission of fault or misconduct by the defense of the portion relating to money damagesindemnified party.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified partyIndemnified Party, AmBev the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by AmBevthe indemnifying party; provided, however, that such counsel is not reasonably objected to by Interbrewthe Indemnified Party. Should AmBev the indemnifying party so elect to assume the defense of an Interbrew a Third Party Claim, AmBev the indemnifying party shall not be liable to the applicable Interbrew Indemnitee Indemnified Party for any reasonable legal expenses subsequently incurred by such Interbrew Indemnitee the Indemnified Party in connection with the defense thereof. If AmBev the indemnifying party assumes such defense, Interbrew the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBev)counsel, at its own expense, separate from the counsel employed by AmBevthe indemnifying party, it being understood that AmBev the indemnifying party shall control such defense; provided that the indemnifying party shall bear the reasonable fees and expenses of such separate counsel (i) if the parties to any such action or proceeding (including impleaded parties) include any of the Symphony Parties (other than the Company) and representation of both parties would, in the reasonable opinion of counsel for the Indemnified Party, be inappropriate due to a conflict of interest or (ii) if the indemnifying party shall not have employed counsel (other than counsel that is reasonably objected to by the Indemnified Party) within a reasonable time after the Indemnified Party has given notice of the institution of a Third Party Claim in compliance with Section 9.6(a). AmBev The indemnifying party shall be liable for the reasonable fees and expenses -71- 77 of counsel employed by Interbrew the Indemnified Party for any period during which AmBev the indemnifying party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee shall have failed thereof, provided that such counsel is not reasonably objected to give notice of by the Interbrew Third Party Claim as provided above)indemnifying party. If AmBev the indemnifying party chooses to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties Indemnified Parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBevthe indemnifying party's request) the provision to AmBev the indemnifying party of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not AmBev If the indemnifying party assumes the defense of an Interbrew a Third Party Claim, no Interbrew Indemnitee the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, any Interbrew such Third Party Claim without AmBevthe indemnifying party's prior written consent (which consent shall not be unreasonably withheld). If AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, the applicable Interbrew Indemnitee Indemnified Party shall agree to any settlement, compromise or discharge of such Interbrew a Third Party Claim that AmBev the indemnifying party may recommend and that by its terms obligates AmBev the indemnifying party to pay the full amount of the liability in connection with such Interbrew Third Party Claim, which releases Interbrew the Indemnified Party completely in connection with such Interbrew Third Party Claim and that could would not otherwise materially adversely affect Interbrew. Notwithstanding the foregoing, AmBev shall not be entitled to assume the defense of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee in defending such Interbrew Third Party Claim) if the Interbrew Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee that Interbrew reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev shall be entitled to assume the defense of the portion relating to money damagesIndemnified Party.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified party, AmBev the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by AmBevthe indemnifying party; provided, however, that such counsel is not reasonably objected to by Interbrewthe indemnified party. Should AmBev the indemnifying party so elect to assume the defense of an Interbrew a Third Party Claim, AmBev the indemnifying party shall not be liable to the applicable Interbrew Indemnitee indemnified party for any legal expenses subsequently incurred by such Interbrew Indemnitee the indemnified party in connection with the defense thereof. If AmBev the indemnifying party assumes such defense, Interbrew the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected satisfactory to by AmBevthe indemnifying party), at its own expense, separate from the counsel employed by AmBevthe indemnifying party, it being understood that AmBev the indemnifying party shall control such defense. AmBev The indemnifying party shall be liable for the fees and expenses of counsel employed by Interbrew the indemnified party for any period during which AmBev the indemnifying party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee the indemnified party shall have failed to give notice of the Interbrew Third Party Claim as provided above). If AmBev the indemnifying party chooses to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBev's the indemnifying party’s request) the provision to AmBev the indemnifying party of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, no Interbrew Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any Interbrew such Third Party Claim without AmBev's the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld). If AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, the applicable Interbrew Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such Interbrew a Third Party Claim that AmBev the indemnifying party may recommend and that by its terms obligates AmBev the indemnifying party to pay the full amount of the liability in connection with such Interbrew Third Party Claim, which releases Interbrew the indemnified party completely in connection with such Interbrew Third Party Claim and that could not otherwise adversely affect Interbrew. Notwithstanding the foregoing, AmBev shall not be entitled to assume the defense of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee in defending such Interbrew Third Party Claim) if the Interbrew Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee that Interbrew reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev shall be entitled to assume the defense of the portion relating to money damages.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified party, AmBev the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by AmBevthe indemnifying party; provided, however, that such counsel is not reasonably objected to by Interbrewthe indemnified party on the basis of any actual conflict of interest with such indemnified party. Should AmBev the indemnifying party so elect to assume the defense of an Interbrew a Third Party Claim, AmBev the indemnifying party shall not be liable to the applicable Interbrew Indemnitee indemnified party for any legal expenses subsequently incurred by such Interbrew Indemnitee the indemnified party in connection with the defense thereof. If AmBev the indemnifying party assumes such defense, Interbrew the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBevthe indemnifying party), at its own expense, separate from the counsel employed by AmBevthe indemnifying party, it being understood that AmBev the indemnifying party shall control such defense. AmBev The indemnifying party shall be liable for the fees and expenses of counsel employed by Interbrew the indemnified party for any period during which AmBev the indemnifying party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee the indemnified party shall have failed to give notice of the Interbrew Third Party Claim as provided above). If AmBev the indemnifying party chooses to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBev's the indemnifying party’s request) the provision to AmBev the indemnifying party of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, no Interbrew Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any Interbrew such Third Party Claim without AmBev's the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld)consent. If AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, the applicable Interbrew Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such Interbrew a Third Party Claim that AmBev the indemnifying party may recommend and that which (i) by its terms obligates AmBev the indemnifying party to pay the full amount of the liability in connection with such Interbrew Third Party Claim, which (ii) expressly and unconditionally releases Interbrew the indemnified party completely in connection with such Interbrew Third Party Claim and that could not otherwise adversely affect Interbrew. Notwithstanding the foregoing, AmBev shall not be entitled to assume the defense of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee in defending such Interbrew Third Party Claim, (iii) if the Interbrew Third Party Claim seeks an order, injunction does not impose any injunctive or other equitable relief on the indemnified party and (iv) does not include any admission or relief for other than money damages against an Interbrew Indemnitee that Interbrew reasonably determines, after conferring with its outside counsel, cannot be separated from finding of any related claim for money damages. If such equitable relief or other relief portion violation of Applicable Law by the Interbrew Third Party Claim can be so separated from that for money damages, AmBev shall be entitled to assume the defense of the portion relating to money damagesindemnified party.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified party, AmBev the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by AmBev; providedthe indemnifying party, however, that so long as such counsel is not reasonably objected to by Interbrewthe indemnified party; provided, however, that as a condition to assuming such defense, the indemnifying party shall acknowledge its responsibility for Losses resulting from or relating to such Third Party Claim. Should AmBev the indemnifying party so elect in writing to assume the defense of an Interbrew a Third Party Claim, AmBev the indemnifying party shall not be liable to the applicable Interbrew Indemnitee indemnified party for any legal expenses subsequently incurred by such Interbrew Indemnitee the indemnified party in connection with the defense thereof. If AmBev the indemnifying party assumes such defense, Interbrew the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBevthe indemnifying party), at its own expense, separate from the counsel employed by AmBevthe indemnifying party, it being understood that AmBev the indemnifying party shall control such defense. AmBev The indemnifying party shall be liable for the fees and expenses of counsel employed by Interbrew the indemnified party for any period during which AmBev the indemnifying party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee the indemnified party shall have failed to give notice of the Interbrew Third Party Claim as provided above). If AmBev the indemnifying party chooses to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereofthereof in a commercially reasonable manner. Such cooperation shall include the retention and (upon AmBev's the indemnifying party’s request) the provision to AmBev the indemnifying party of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder; provided, however, that such indemnified parties may withhold any such records or information to the extent necessary to preserve attorney client privilege, so long as such indemnified parties deliver to the indemnifying party the information contained in such records or information to the extent possible while preserving such attorney client privilege. Whether or not AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, no Interbrew Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any Interbrew such Third Party Claim without AmBev's the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld). If AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, the applicable Interbrew Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such Interbrew a Third Party Claim that AmBev the indemnifying party may recommend and that by its terms obligates AmBev the indemnifying party to pay bear the full amount of the liability in connection with such Interbrew Third Party Claim, Claim and which releases Interbrew the indemnified party completely in connection with such Interbrew Third Party Claim; provided, however, that the indemnifying party shall not, without prior written consent of the indemnified party (which consent shall not be unreasonably withheld), settle, compromise or offer to settle or compromise any Third Party Claim and on a basis that could not otherwise adversely affect Interbrewwould result in (A) injunctive or other nonmonetary relief against the indemnified party, including the imposition of a consent order, injunction or decree that would restrict the future activity or conduct of the indemnified party, or (B) a finding or admission of a violation of law by the indemnified party. Notwithstanding the foregoing, AmBev the indemnifying party shall not be entitled to assume the defense of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee the indemnified party in defending such Interbrew Third Party Claim) if (W) the Interbrew Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee the indemnified party that Interbrew the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If damages (and if such equitable relief or other nonmonetary relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev the indemnifying party shall be entitled to assume the defense of the portion relating to money damages), (X) the indemnifying party and the indemnified party both are named parties to the proceedings and the indemnified party has reasonably concluded, after conferring with its outside counsel, that representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or (Y) the indemnifying party is not entitled to a legal defense or counterclaim available to the indemnified party.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified partyIndemnified Party, AmBev the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by AmBev; providedthe indemnifying party, howeverin each case at its own expense. The indemnifying party shall not be entitled to assume or maintain control of the defense of any Third Party Claim and shall pay the fees and expenses of counsel retained by the Indemnified Party if (i) the Third Party Claim relates to or arises in connection with any criminal proceeding, that such counsel action, indictment, allegation or investigation, or (ii) the indemnifying party has failed or is not reasonably objected failing to by Interbrewprosecute or defend the Third Party Claim. Should AmBev the indemnifying party be so entitled to and so elect to assume the defense of an Interbrew a Third Party Claim, AmBev the indemnifying party shall not be liable to the applicable Interbrew Indemnitee Indemnified Party for any legal expenses subsequently incurred by such Interbrew Indemnitee the Indemnified Party in connection with the defense thereof. If AmBev the indemnifying party assumes such defense, Interbrew the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBevthe indemnifying party), at its own expense, separate from the counsel employed by AmBevthe indemnifying party, it being understood that AmBev the indemnifying party shall control such defense. AmBev The foregoing notwithstanding, the indemnifying party shall be liable for the fees and expenses of counsel employed by Interbrew the Indemnified Party for any period during which AmBev the indemnifying party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee the Indemnified Party shall have failed to give notice of the Interbrew Third Party Claim as provided above)) or if the Indemnified Party has been advised by its outside counsel that there exists a conflict of interest that would make it inappropriate for the same counsel to represent both the Indemnified Party and the indemnifying party. If AmBev the indemnifying party is entitled to and chooses to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties Indemnified Parties shall cooperate in the defense or prosecution thereof; if the Indemnified Parties are entitled to and choose to so defend or prosecute, the indemnifying party shall cooperate in such defense or prosecution. Such cooperation shall include the retention and (upon AmBev's the indemnifying party’s request) the provision to AmBev the indemnifying party of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making directors, officers, agents, advisors and employees reasonably available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether With respect to any Third Party Claim, neither the indemnifying party (if it does not assume the defense of such Third Party Claim) nor the Indemnified Party (whether or not AmBev the indemnifying party assumes the defense of an Interbrew such Third Party Claim), without the prior written consent of the other party, such consent not to be unreasonably withheld, delayed or conditioned, may settle, compromise or discharge any Third-Party Claim or permit a default or consent to entry of any judgment with respect to such Third-Party Claim. If the indemnifying party assumes the defense of a Third Party Claim, no Interbrew Indemnitee it shall admit any liability with respect tonot, without the prior written consent of the Indemnified Party, such consent not to be unreasonably withheld, delayed or conditioned, settle, compromise or discharge, discharge any Interbrew Third Third-Party Claim without AmBev's prior written or permit a default or consent (which consent shall not be unreasonably withheld). If AmBev assumes the defense to entry of an Interbrew Third any judgment with respect to such Third-Party Claim, unless (i) the applicable Interbrew Indemnitee shall agree to any settlement, compromise or discharge of such Interbrew Third Party Claim that AmBev may recommend and that by its terms obligates AmBev to pay indemnifying party pays the full amount of the monetary liability in connection with such Interbrew Third Party Claim, which releases Interbrew completely in connection with (ii) such Interbrew Third settlement or compromise does not contain any admission of liability or wrongdoing by the Indemnified Party Claim and that could (iii) such settlement or compromise does not otherwise adversely affect Interbrew. Notwithstanding the foregoingimpose any sanctions, AmBev shall not be entitled to assume the defense of any Interbrew Third Party Claim restrictions or obligations (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee in defending such Interbrew Third Party Claim) if the Interbrew Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee that Interbrew reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of monetary liabilities paid by the Interbrew Third Party Claim can be so separated from that for money damages, AmBev shall be entitled to assume indemnifying party)) on the defense of the portion relating to money damagesIndemnified Party.

Assumption. If an Interbrew Third a Third-Party Claim is made against an indemnified partyIndemnified Party, AmBev the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by AmBevthe indemnifying party; provided, however, that such counsel is not reasonably objected to by Interbrewthe Indemnified Party. Should AmBev the indemnifying party so elect to assume the defense of an Interbrew Third a Third-Party Claim, AmBev the indemnifying party shall not be liable to the applicable Interbrew Indemnitee Indemnified Party for any reasonable legal expenses subsequently incurred by such Interbrew Indemnitee the Indemnified Party in connection with the defense thereof. If AmBev the indemnifying party assumes such defense, Interbrew the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBev)counsel, at its own expense, separate from the counsel employed by AmBevthe indemnifying party, it being understood that AmBev the indemnifying party shall control such defense; provided, however, that the indemnifying party shall bear the reasonable fees and expenses of such separate counsel (i) if the parties to any such action or proceeding (including impleaded parties) include any of the Shareholders and representation of both parties would, in the reasonable opinion of counsel for the Indemnified Party, be inappropriate due to a conflict of interest or (ii) if the indemnifying party shall not have employed counsel (other than counsel that is reasonably objected to by the Indemnified Party) within a reasonable time after the Indemnified Party has given notice of the institution of a Third-Party Claim in compliance with Section 10.4.1 hereof. AmBev The indemnifying party shall be liable for the reasonable fees and expenses of counsel employed by Interbrew the Indemnified Party for any period during which AmBev the indemnifying party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee shall have failed thereof, provided, however, that such counsel is not reasonably objected to give notice of by the Interbrew Third Party Claim as provided above)indemnifying party. If AmBev the indemnifying party chooses to defend or prosecute an Interbrew Third a Third-Party Claim, all the indemnified parties Indemnified Parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include include, to the extent within the control of each such Indemnified Party, the retention and (upon AmBev's the indemnifying party’s request) the provision to AmBev the indemnifying party of records and information that are reasonably relevant to such Interbrew Third Third-Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or The Indemnified Party shall not AmBev assumes the defense of an Interbrew Third Party Claim, no Interbrew Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any Interbrew Third such Third-Party Claim without AmBev's the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld). If AmBev the indemnifying party assumes the defense of an Interbrew Third a Third-Party Claim, the applicable Interbrew Indemnitee Indemnified Party shall agree to any settlement, compromise or discharge of such Interbrew Third a Third-Party Claim that AmBev the indemnifying party may recommend and that by its terms obligates AmBev the indemnifying party to pay the full amount of the liability in connection with such Interbrew Third Third-Party ClaimClaim (and, with respect to indemnification by the Escrow Participants, for which the Escrow Consideration then remaining in the Escrow Account is sufficient to satisfy the entire settlement, compromise or discharge), which releases Interbrew the Indemnified Party completely in connection with such Interbrew Third Third-Party Claim and that could would not otherwise materially adversely affect Interbrew. Notwithstanding the foregoing, AmBev shall not be entitled to assume the defense of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee in defending such Interbrew Third Party Claim) if the Interbrew Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee that Interbrew reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev shall be entitled to assume the defense of the portion relating to money damagesIndemnified Party.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified party, AmBev the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by AmBevthe indemnifying party; provided, however, that such counsel is not reasonably objected to by Interbrewthe indemnified party. Should AmBev the indemnifying party so elect to assume the defense of an Interbrew a Third Party Claim, AmBev the indemnifying party shall not be liable to the applicable Interbrew Indemnitee indemnified party for any legal expenses subsequently incurred by such Interbrew Indemnitee the indemnified party in connection with the defense thereofthereof (except as provided below). If AmBev the indemnifying party assumes such defense, Interbrew the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBev), at its own expensecounsel, separate from the counsel employed by AmBevthe indemnifying party, at its own expense (except that the legal expenses of such separate counsel shall be borne by the indemnifying party if (i) the indemnified party shall have reasonably concluded that there may be legal defenses available to it being understood that AmBev shall control are different from or in addition to those available to the indemnifying party or (ii) the named parties in any Proceeding (including any impleaded parties) related to such defenseThird Party Claim include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them). AmBev The indemnifying party shall be liable for the reasonable fees and expenses of counsel employed by Interbrew the indemnified party for any period during which AmBev the indemnifying party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee shall have failed to give notice of the Interbrew Third Party Claim as provided above)thereof. If AmBev the indemnifying party chooses to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBev's the indemnifying party’s request) the provision to AmBev the indemnifying party of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not AmBev If the indemnifying party assumes the defense of an Interbrew a Third Party Claim, no Interbrew Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any Interbrew Third Party Claim without AmBev's prior written consent (which consent shall not be unreasonably withheld). If AmBev assumes A) the defense of an Interbrew Third Party Claim, the applicable Interbrew Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such Interbrew a Third Party Claim that AmBev the indemnifying party may recommend and that by its terms obligates AmBev the indemnifying party to pay the full amount of the liability in connection with such Interbrew Third Party Claim, which releases Interbrew the indemnified party completely in connection with such Interbrew Third Party Claim and that could would not otherwise adversely affect Interbrewthe indemnified party, and (B) the indemnified party shall not enter into any settlement, compromise or discharge of a Third Party Claim without the prior written consent of the indemnifying party (which shall not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, AmBev (i) the indemnifying party shall not be entitled to assume the defense of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee the indemnified party in defending such Interbrew Third Party Claim) if (x) the Interbrew Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee the indemnified party that Interbrew the indemnified party reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damagesdamages or (y) the indemnified party reasonably believes itself to be exposed, in the event that such Third Party Claim is not resolved in the indemnified party or indemnifying party’s favor, to Losses in excess of amounts reasonably expected to be received from the indemnifying party and (ii) the Company shall be entitled to assume the defense with respect to any Third Party Claim that relates to any Intellectual Property of the Company or any of its affiliates (including, after the Closing, the Business Intellectual Property) or that is brought by Wyeth or any of its affiliates in respect of the Collaboration Agreement; provided that, in the case of both clauses (i) and (ii) above, the Company shall not settle any Third Party Claim without the indemnified party’s prior written consent (such consent not to be unreasonably withheld or delayed). If In the case of any Third Party Claim referred to in clause (i)(x) of the immediately preceding sentence, if such equitable relief or other relief portion of the Interbrew such Third Party Claim can be so separated from that for money damages, AmBev the indemnifying party shall be entitled to assume the defense of the portion of such Third Party Claim relating to money damages.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified party, AmBev the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by AmBev; provided, however, that such counsel is not of its choice reasonably objected acceptable to by Interbrewthe indemnified party. Should AmBev the indemnifying party so elect to assume the defense of an Interbrew a Third Party Claim, AmBev the indemnifying party shall not be liable to the applicable Interbrew Indemnitee indemnified party for any legal expenses subsequently incurred by such Interbrew Indemnitee the indemnified party in connection with the defense thereof. Notwithstanding any other provision of this Agreement, the indemnifying party shall not have the right to assume or continue the defense of any Third Party Claim (and the indemnifying party shall be liable to the indemnified party for its legal expenses) if (i) in the reasonable opinion of the indemnified party, counsel for the indemnifying party could not adequately represent the interests of the indemnified party because its interests could be in conflict with those of the indemnifying party; (ii) the Third Party Claim is reasonably likely to have a material adverse effect on any other matter beyond the scope or limits of the indemnification obligation of the indemnifying party; or (iii) the indemnifying party shall not have assumed and diligently continued the defense of the Third Party Claim in a timely fashion. If AmBev the indemnifying party assumes such defense, Interbrew the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBev)counsel, at its own expense, separate from the counsel employed by AmBevthe indemnifying party, it being understood that AmBev the indemnifying party shall control such defense. AmBev The indemnifying party shall be liable for the fees and expenses of counsel employed by Interbrew the indemnified party for any period during which AmBev the indemnifying party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee shall have failed to give notice of the Interbrew Third Party Claim as provided above)thereof. If AmBev the indemnifying party chooses to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBev's the indemnifying party’s request) the provision to AmBev the indemnifying party of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, no Interbrew Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any Interbrew such Third Party Claim without AmBev's the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld). If AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, the applicable Interbrew Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such Interbrew a Third Party Claim that AmBev the indemnifying party may recommend and that by its terms obligates AmBev the indemnifying party to pay the full amount of the liability in connection with such Interbrew Third Party Claim, which releases Interbrew the indemnified party completely in connection with such Interbrew Third Party Claim and that could would not otherwise adversely affect Interbrew. Notwithstanding the foregoing, AmBev shall not be entitled to assume the defense of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee in defending such Interbrew Third Party Claim) if the Interbrew Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee that Interbrew reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev shall be entitled to assume the defense of the portion relating to money damagesindemnified party.

Assumption. If an Interbrew Third a Third-Party Claim is made against an indemnified partyIndemnified Party, AmBev the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by AmBevthe indemnifying party; provided, however, that such counsel is not reasonably objected to by Interbrewthe Indemnified Party. Should AmBev the indemnifying party so elect to assume the defense of an Interbrew Third a Third-Party Claim, AmBev the indemnifying party shall not be liable to the applicable Interbrew Indemnitee Indemnified Party for any reasonable legal expenses subsequently incurred by such Interbrew Indemnitee the Indemnified Party in connection with the defense thereof. If AmBev the indemnifying party assumes such defense, Interbrew the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBev)counsel, at its own expense, separate from the counsel employed by AmBevthe indemnifying party, it being understood that AmBev the indemnifying party shall control such defense; provided, however, that the indemnifying party shall bear the reasonable fees and expenses of such separate counsel (i) if the parties to any such action or proceeding (including impleaded parties) include any of the Principal Members or KMV Corporation Shareholders and representation of both parties would, in the reasonable opinion of counsel for the Indemnified Party, be inappropriate due to a conflict of interest or (ii) if the indemnifying party shall not have employed counsel (other than counsel that is reasonably objected to by the Indemnified Party) within a reasonable time after the Indemnified Party has given notice of the institution of a Third-Party Claim in compliance with Section 10.4(a) hereof. AmBev The indemnifying party shall be liable for the reasonable fees and expenses of counsel employed by Interbrew the Indemnified Party for any period during which AmBev the indemnifying party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee shall have failed thereof, provided, however, that such counsel is not reasonably objected to give notice of by the Interbrew Third Party Claim as provided above)indemnifying party. If AmBev the indemnifying party chooses to defend or prosecute an Interbrew Third a Third-Party Claim, all the indemnified parties Indemnified Parties shall cooperate in the defense or prosecution thereofthereof at the indemnifying party's expense. Such cooperation shall include the retention and (upon AmBevthe indemnifying party's request) the provision to AmBev the indemnifying party of records and information that are reasonably relevant to such Interbrew Third Third-Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not AmBev If the indemnifying party assumes the defense of an Interbrew Third a Third-Party Claim, no Interbrew Indemnitee the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, any Interbrew Third such Third-Party Claim without AmBevthe indemnifying party's prior written consent (which consent shall not be unreasonably withheld). If AmBev the indemnifying party assumes the defense of an Interbrew Third a Third-Party Claim, the applicable Interbrew Indemnitee Indemnified Party shall agree to any settlement, compromise or discharge of such Interbrew Third a Third-Party Claim that AmBev the indemnifying party may recommend and that by its terms obligates AmBev the indemnifying party to pay the full amount of the liability in connection with such Interbrew Third Third-Party Claim, which releases Interbrew the Indemnified Party completely in connection with such Interbrew Third Third-Party Claim and that could would not otherwise materially adversely affect Interbrewthe Indemnified Party. Notwithstanding the foregoing, AmBev an Indemnified Party shall not be entitled have the right to assume jointly control the defense of any Interbrew Third Third-Party Claim (and shall be liable for against such Indemnified Party in the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee in defending event the potential Losses with respect to such Interbrew Third Party Claim) if , when aggregated with all other satisfied or pending Losses subject to indemnification pursuant to Section 10.1, 10.2 and 10.3 hereof exceed the Interbrew Third Party Claim seeks an orderlimits set forth in Section 10.6(a), injunction in the case of any Parent Indemnitee, or other equitable relief or relief for other than money damages against an Interbrew Indemnitee that Interbrew reasonably determinesSection 10.6(b), after conferring with its outside counsel, cannot be separated from in the case of any related claim for money damages. If such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev shall be entitled to assume the defense of the portion relating to money damagesSeller Indemnitee.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified party---------- Indemnified Party, AmBev the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by AmBevthe indemnifying party; provided, however, that such counsel is not reasonably objected to by Interbrewthe Indemnified Party. Should AmBev the indemnifying party so elect to assume the defense of an Interbrew a Third Party Claim, AmBev the indemnifying party shall not be liable to the applicable Interbrew Indemnitee Indemnified Party for any reasonable legal expenses subsequently incurred by such Interbrew Indemnitee the Indemnified Party in connection with the defense thereof. If AmBev the indemnifying party assumes such defense, Interbrew the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBev)counsel, at its own expense, separate from the counsel employed by AmBevthe indemnifying party, it being understood that AmBev the indemnifying party shall control such defense; provided that the indemnifying party shall bear the reasonable fees and expenses of such separate counsel (i) if the parties to any such action or proceeding (including impleaded parties) include any of the Symphony Parties (other than the Company) and representation of both parties would, in the reasonable opinion of counsel for the Indemnified Party, be inappropriate due to a conflict of interest or (ii) if the indemnifying party shall not have employed counsel (other than counsel that is reasonably objected to by the Indemnified Party) within a reasonable time after the Indemnified Party has given notice of the institution of a Third Party Claim in compliance with Section 9.6(a). AmBev The indemnifying party shall be liable for the reasonable fees and expenses of counsel employed by Interbrew the Indemnified Party for any period during which AmBev the indemnifying party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee shall have failed thereof, provided that such counsel is not reasonably objected to give notice of by the Interbrew Third Party Claim as provided above)indemnifying party. If AmBev the indemnifying party chooses to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties Indemnified Parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBevthe indemnifying party's request) the provision to AmBev the indemnifying party of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not AmBev If the indemnifying party assumes the defense of an Interbrew a Third Party Claim, no Interbrew Indemnitee the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, any Interbrew such Third Party Claim without AmBevthe indemnifying party's prior written consent (which consent shall not be unreasonably withheld). If AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, the applicable Interbrew Indemnitee Indemnified Party shall agree to any settlement, compromise or discharge of such Interbrew a Third Party Claim that AmBev the indemnifying party may recommend and that by its terms obligates AmBev the indemnifying party to pay the full amount of the liability in connection with such Interbrew Third Party Claim, which releases Interbrew the Indemnified Party completely in connection with such Interbrew Third Party Claim and that could would not otherwise materially adversely affect Interbrew. Notwithstanding the foregoing, AmBev shall not be entitled to assume the defense of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee in defending such Interbrew Third Party Claim) if the Interbrew Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee that Interbrew reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev shall be entitled to assume the defense of the portion relating to money damagesIndemnified Party.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified party, AmBev the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by AmBevthe indemnifying party; provided, however, that such counsel is not reasonably objected to by Interbrewthe indemnified party. Should AmBev the indemnifying party so elect to assume the defense of an Interbrew a Third Party Claim, AmBev the indemnifying party shall not be liable to the applicable Interbrew Indemnitee indemnified party for any legal expenses subsequently incurred by such Interbrew Indemnitee the indemnified party in connection with the defense thereof. If AmBev the indemnifying party assumes such defense, Interbrew the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBevthe indemnifying party), at its own expense, separate from the counsel employed by AmBevthe indemnifying party, it being understood that AmBev the indemnifying party shall control such defense. AmBev The indemnifying party shall be liable for the fees and expenses of counsel employed by Interbrew the indemnified party for any period during which AmBev the indemnifying party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee the indemnified party shall have failed to give notice of the Interbrew Third Party Claim as provided above). If AmBev the indemnifying party chooses to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBev's the indemnifying party’s request) the provision to AmBev the indemnifying party of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, no Interbrew Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any Interbrew such Third Party Claim without AmBev's the indemnifying party’s prior written consent (which consent shall not be unreasonably withheldwithheld or delayed). If AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, the applicable Interbrew Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such Interbrew a Third Party Claim that AmBev the indemnifying party may recommend and that by its terms obligates AmBev the indemnifying party to pay the full amount of the liability in connection with such Interbrew Third Party Claim, Claim and which releases Interbrew the indemnified party completely in connection with such Interbrew Third Party Claim and that could not otherwise adversely affect Interbrew. Notwithstanding the foregoing, AmBev shall not be entitled to assume the defense of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee in defending such Interbrew Third Party Claim) if the Interbrew Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee that Interbrew reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev shall be entitled to assume the defense of the portion relating to money damages.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified party, AmBev the indemnifying party representative, at its sole cost and expense, shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by AmBevthe indemnifying party representative; provided, however, that if such counsel is not reasonably objected to by Interbrewthe indemnified party on the basis of an actual conflict with such indemnified party, the Indemnifying Party shall thereafter assume the defense with counsel that does not have an actual conflict with such indemnified party. Should AmBev so elect Subject to the limitations set forth in this Section the indemnifying party representative shall be entitled to assume the defense of such Third Party Claim with such counsel if it gives notice of its intention to do so to such indemnified party within 30 days of the receipt of notice of the Third Party Claim required by Section 10.5(a); provided that, prior to assuming control of such defense, the indemnifying party representative shall acknowledge that assuming that the claims made are true it would have an Interbrew indemnity obligation for any Loss resulting from such Third Party Claim as provided under Section 7.2 or this ARTICLE 10 (it being understood that such acknowledgment would be based on the facts known at the time it is made). The indemnifying party representative shall not be entitled to assume or control the defense of any Third Party Claim, AmBev and shall pay the fees and expenses of a single firm of principal counsel retained by the indemnified party in connection therewith, if (x) the indemnifying party representative does not be liable to deliver the applicable Interbrew Indemnitee for any legal expenses subsequently incurred by such Interbrew Indemnitee acknowledgment described in the immediately preceding sentence of this Section 10.5(b) within 30 days of receipt of notice of the claim pursuant hereto; (y) the claim arises in connection with any criminal proceeding, action, indictment, allegation or investigation; or (z) the defense thereofindemnifying party representative has failed or is failing to prosecute or defend vigorously the claim. If AmBev the indemnifying party representative assumes such defense, Interbrew the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBev), at its own expense, the indemnifying party representative) separate from the counsel employed by AmBevthe indemnifying party representative, it being understood that AmBev the indemnifying party representative shall control such defense. AmBev The indemnifying party representative shall be liable for the fees and expenses of a single firm of principal counsel employed by Interbrew for any period during which AmBev has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee shall have failed to give notice of the Interbrew Third Party Claim as provided above)indemnified party. If AmBev the indemnifying party representative chooses to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBev's the indemnifying party representative’s request) the provision to AmBev the indemnifying party representative of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not AmBev the indemnifying party representative assumes the defense of an Interbrew a Third Party Claim, no Interbrew Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any Interbrew such Third Party Claim without AmBev's the indemnifying party representative’s prior written consent (which consent shall not be unreasonably withheld)consent. If AmBev the indemnifying party representative assumes the defense of an Interbrew a Third Party Claim, the applicable Interbrew Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such Interbrew a Third Party Claim that AmBev the indemnifying party representative may recommend and that which (i) by its terms obligates AmBev the indemnifying party to pay the full amount of the liability in connection with such Interbrew Third Party Claim, which (ii) expressly and unconditionally releases Interbrew the indemnified party completely in connection with such Interbrew Third Party Claim and that could not otherwise adversely affect Interbrew. Notwithstanding the foregoing, AmBev shall not be entitled to assume the defense of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee in defending such Interbrew Third Party Claim, (iii) if the Interbrew Third Party Claim seeks an order, injunction does not impose any injunctive or other equitable relief on the indemnified party and (iv) does not include any admission or relief for other than money damages against an Interbrew Indemnitee that Interbrew reasonably determines, after conferring with its outside counsel, cannot be separated from finding of any related claim for money damages. If such equitable relief violation of applicable Law by or other relief portion of otherwise expressly disparage the Interbrew Third Party Claim can be so separated from that for money damages, AmBev shall be entitled to assume the defense of the portion relating to money damagesindemnified party.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified party, AmBev the indemnifying party shall be entitled to participate in the defense defence thereof and, if it so chooses, to assume the defense defence thereof with counsel selected by AmBevthe indemnifying party; provided, however, that such counsel is not reasonably objected to by Interbrewthe indemnified party. Should AmBev the indemnifying party so elect to assume the defense defence of an Interbrew a Third Party Claim, AmBev the indemnifying party shall not be liable to the applicable Interbrew Indemnitee indemnified party for any legal expenses subsequently incurred by such Interbrew Indemnitee the indemnified party in connection with the defense defence thereof. If AmBev the indemnifying party assumes such defensedefence, Interbrew the indemnified party shall have the right to participate in the defense defence thereof and to employ counsel (not reasonably objected to by AmBev)counsel, at its own expense, separate from the counsel employed by AmBevthe indemnifying party, it being understood that AmBev the indemnifying party shall control such defensedefence. AmBev The indemnifying party shall be liable for the fees and expenses of counsel employed by Interbrew the indemnified party for any period during which AmBev the indemnifying party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee shall have failed to give notice of the Interbrew Third Party Claim as provided above)defence thereof. If AmBev the indemnifying party chooses to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties shall cooperate in the defense defence or prosecution thereof. Such cooperation shall include the retention and (upon AmBev's the indemnifying party’s request) the provision to AmBev the indemnifying party of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not AmBev the indemnifying party assumes the defense defence of an Interbrew a Third Party Claim, no Interbrew Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any Interbrew such Third Party Claim without AmBev's the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld). If AmBev the indemnifying party assumes the defense defence of an Interbrew a Third Party Claim, the applicable Interbrew Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such Interbrew a Third Party Claim that AmBev the indemnifying party may recommend and that by its terms obligates AmBev the indemnifying party to pay the full amount of the liability in connection with such Interbrew Third Party Claim, which releases Interbrew the indemnified party completely in connection with such Interbrew Third Party Claim and that could would not otherwise adversely affect Interbrew. Notwithstanding the foregoing, AmBev shall not be entitled to assume the defense of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee in defending such Interbrew Third Party Claim) if the Interbrew Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee that Interbrew reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev shall be entitled to assume the defense of the portion relating to money damagesindemnified party.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified party, AmBev the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume (within 30 Business Days after receipt of notice of such Third Party Claim) the defense thereof with counsel selected by AmBevthe indemnifying party and reasonably acceptable to the indemnified party; provided, however, that such counsel is the indemnifying party shall not reasonably objected to by Interbrew. Should AmBev so elect have the right to assume the defense of an Interbrew any Third Party Claim and the indemnified party shall have the right to conduct and control the defense of such Third Party Claim and any litigation resulting therefrom and in connection therewith to employ, at the indemnifying party’s expense, one counsel of its choice in each applicable jurisdiction (if more than one jurisdiction is involved) to represent the indemnified party if (i) the indemnifying party elects not to defend, compromise or settle a Third Party Claim, AmBev (ii) if the indemnifying party fails to notify the indemnified party within the required time period of its election as provided in this Section 8.07(b), (iii) the Third Party Claim has or would reasonably be expected to result in Losses in excess of the amounts available for indemnification pursuant to this Article VIII, (iv) the Third Party Claim seeks injunctive or other equitable relief against an indemnified party, (v) the Third Party Claim involves or may involve criminal conduct or (vi) the indemnifying party, having timely elected to defend a Third Party Claim, fails to adequately prosecute or pursue such defense. Should the indemnifying party assume, and so elect in writing to assume, the defense of a Third Party Claim, the indemnifying party shall not be liable to the applicable Interbrew Indemnitee indemnified party for any legal expenses subsequently incurred by such Interbrew Indemnitee the indemnified party in connection with the defense thereof. If AmBev the indemnifying party assumes such defense, Interbrew the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBev)counsel, at its own expense, separate from the counsel employed by AmBevthe indemnifying party, it being understood that AmBev the indemnifying party shall control such defense. AmBev The indemnifying party shall be liable for the fees and expenses of counsel employed by Interbrew the indemnified party for any period during which AmBev the indemnifying party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee the indemnified party shall have failed to give notice of the Interbrew Third Party Claim as provided above). If AmBev the indemnifying party is entitled and chooses to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties shall reasonably cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBev's the indemnifying party’s request) the provision to AmBev the indemnifying party of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis to testify and provide additional information and explanation of any material provided hereunder. Whether or not AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, no Interbrew Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any Interbrew such Third Party Claim without AmBev's the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed). If AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, the applicable Interbrew Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such Interbrew a Third Party Claim that AmBev the indemnifying party may recommend and that by its terms obligates AmBev the indemnifying party to pay the full amount of the liability in connection with such Interbrew Third Party Claim, Claim and which releases Interbrew the indemnified party completely in connection with such Interbrew Third Party Claim; provided, however, that the indemnifying party shall not, without prior written consent of the indemnified party (which consent shall not be unreasonably withheld, conditioned or delayed), settle, compromise or offer to settle or compromise any Third Party Claim and on a basis that could not otherwise adversely affect Interbrew. Notwithstanding would result in (x) injunctive or other nonmonetary relief against the foregoingindemnified party, AmBev shall not be entitled to assume including the defense imposition of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee in defending such Interbrew Third Party Claim) if the Interbrew Third Party Claim seeks an a consent order, injunction or other equitable relief decree that would restrict the future activity or relief for other than money damages against an Interbrew Indemnitee that Interbrew reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion conduct of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev shall be entitled to assume indemnified party or (y) a finding or admission of fault or misconduct by the defense of the portion relating to money damagesindemnified party.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified partyIndemnified Party, AmBev the Indemnifying Party shall (unless the Indemnifying Party is also a party to such Third Party Claim and the Indemnified Party determines in good faith that joint representation would be inappropriate) be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by AmBev; provided, however, the Indemnifying Party (provided that such counsel is not reasonably objected to by Interbrewthe Indemnified Party), at its own expense by giving written notice to the Indemnified Party within fifteen Business Days of receiving notice of the Third Party Claim. Should AmBev so elect to assume If the Indemnifying Party assumes the defense of an Interbrew a Third Party ClaimClaim in accordance with this Section 7.4(b), AmBev the Indemnifying Party shall not be liable to the applicable Interbrew Indemnitee Indemnified Party for any legal expenses subsequently incurred by such Interbrew Indemnitee the Indemnified Party in connection with the defense thereof. If AmBev the Indemnifying Party assumes such defensethe defense of a Third Party Claim in accordance with this Section 7.4(b), Interbrew the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (provided such counsel is not reasonably objected to by AmBevthe Indemnifying Party), at its own expense, separate from the counsel employed by AmBevthe Indemnifying Party, it being understood that AmBev the Indemnifying Party shall control such defense. AmBev The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by Interbrew the Indemnified Party for any period during which AmBev the Indemnifying Party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee the Indemnified Party shall have failed to give notice of the Interbrew Third Party Claim as provided above). If AmBev the Indemnifying Party chooses to defend or prosecute an Interbrew a Third Party Claim, all of the indemnified parties Indemnified Parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBevthe Indemnifying Party's request) the provision to AmBev the Indemnifying Party of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis at such times and places as may be reasonably necessary to provide defend against such Third Party Claim for the purpose of providing additional information and information, explanation of any material provided hereunderor testimony in connection with such Third Party Claim. Whether or not AmBev If the Indemnifying Party assumes the defense of an Interbrew Third Party Claim, no Interbrew Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, any Interbrew Third Party Claim without AmBev's prior written consent (which consent shall not be unreasonably withheld). If AmBev assumes the defense of an Interbrew a Third Party Claim, the applicable Interbrew Indemnitee Indemnifying Party shall agree to any settlement, compromise or discharge of defend such Interbrew Third Party Claim that AmBev may recommend vigorously and that by its terms obligates AmBev diligently to pay the full amount final conclusion or settlement of the liability in connection with such Interbrew Third Party Claim, which releases Interbrew completely in connection with ; provided that the Indemnifying Party shall not settle such Interbrew Third Party Claim and that could not otherwise adversely affect Interbrew. Notwithstanding without the foregoing, AmBev shall not be entitled to assume the defense of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee in defending such Interbrew Third Party Claim) if the Interbrew Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee that Interbrew reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion consent of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev shall be entitled to assume the defense of the portion relating to money damagesIndemnified Party.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified partyIndemnified Party, AmBev the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by AmBevthe indemnifying party; provided, however, that such counsel is not -------- ------- reasonably objected to by Interbrewthe Indemnified Party. Should AmBev the indemnifying party so elect to assume the defense of an Interbrew a Third Party Claim, AmBev the indemnifying party shall not be liable to the applicable Interbrew Indemnitee Indemnified Party for any reasonable legal expenses subsequently incurred by such Interbrew Indemnitee the Indemnified Party in connection with the defense thereof. If AmBev the indemnifying party assumes such defense, Interbrew the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBev)counsel, at its own expense, separate from the counsel employed by AmBevthe indemnifying party, it being understood that AmBev the indemnifying party shall control such defense; provided that the indemnifying party shall bear the -------- reasonable fees and expenses of such separate counsel (i) if the parties to any such action or proceeding (including impleaded parties) include any of the Price Entities (other than the Price Entities) and representation of both parties would, in the reasonable opinion of counsel for the Indemnified Party, be inappropriate due to a conflict of interest or (ii) if the indemnifying party shall not have employed counsel (other than counsel that is reasonably objected to by the Indemnified Party) within a reasonable time after the Indemnified Party has given notice of the institution of a Third Party Claim in compliance with Section 15.4(a). AmBev The indemnifying party shall be liable for the reasonable fees and expenses of counsel employed by Interbrew the Indemnified Party for any period during which AmBev the indemnifying party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee shall have failed thereof, provided that such counsel is not reasonably objected to give notice of by the Interbrew Third Party Claim as provided above)indemnifying -------- party. If AmBev the indemnifying party chooses to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties Indemnified Parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBevthe indemnifying party's request) the provision to AmBev the indemnifying party of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not AmBev If the indemnifying party assumes the defense of an Interbrew a Third Party Claim, no Interbrew Indemnitee the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, any Interbrew such Third Party Claim without AmBevthe indemnifying party's prior written consent (which consent shall not be unreasonably withheld). If AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, the applicable Interbrew Indemnitee Indemnified Party shall agree to any settlement, compromise or discharge of such Interbrew a Third Party Claim that AmBev the indemnifying party may recommend and that by its terms obligates AmBev the indemnifying party to pay the full amount of the liability in connection with such Interbrew Third Party Claim, which releases Interbrew the Indemnified Party completely in connection with such Interbrew Third Party Claim and that could would not otherwise materially adversely affect Interbrew. Notwithstanding the foregoing, AmBev shall not be entitled to assume the defense of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee in defending such Interbrew Third Party Claim) if the Interbrew Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee that Interbrew reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev shall be entitled to assume the defense of the portion relating to money damagesIndemnified Party.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified partyIndemnified Party, AmBev the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by AmBevthe indemnifying party; provided, however, that such counsel is not reasonably objected acceptable to by Interbrewthe Indemnified Party. Should AmBev the indemnifying party so elect to assume the defense of an Interbrew a Third Party Claim, AmBev the indemnifying party shall not be liable to the applicable Interbrew Indemnitee Indemnified Party for any legal expenses subsequently incurred by such Interbrew Indemnitee the Indemnified Party in connection with the defense thereof. If AmBev the indemnifying party assumes such defense, Interbrew the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (counsel, not reasonably objected to by AmBev)the indemnifying party, at its own expense, separate from the counsel employed by AmBevthe indemnifying party, it being understood that AmBev the indemnifying party shall control such defense. AmBev The indemnifying party shall be liable for the fees and expenses of counsel employed by Interbrew the Indemnified Party for any period during which AmBev the indemnifying party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee the Indemnified Party shall have failed to give notice of the Interbrew Third Party Claim as provided above)) to the extent the Third Party Claim is indemnifiable hereunder. If AmBev the indemnifying party chooses to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBev's the indemnifying party’s request) the provision to AmBev the indemnifying party of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, no Interbrew Indemnitee the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, any Interbrew such Third Party Claim without AmBev's the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld). If AmBev the indemnifying party assumes the defense of an Interbrew a Third Party Claim, the applicable Interbrew Indemnitee Indemnified Party shall agree to any settlement, compromise or discharge of such Interbrew a Third Party Claim that AmBev the indemnifying party may recommend and that by its terms obligates AmBev the indemnifying party to pay the full amount of the liability in connection with such Interbrew Third Party Claim, which Claim and that releases Interbrew the Indemnified Party completely in connection with such Interbrew Third Party Claim Claim, without prejudice, and that could does not otherwise adversely affect Interbrewinclude any admission of wrong doing as attributed to the Indemnified Party. Notwithstanding the foregoing, AmBev the indemnifying party shall not be entitled to assume control of such defense (unless otherwise agreed to in writing by the defense of any Interbrew Third Party Claim (Indemnified Party) and shall be liable for pay the reasonable fees and expenses of counsel incurred retained by an Interbrew Indemnitee in defending such Interbrew Third the Indemnified Party Claimif (i) if the Interbrew Third Party Claim seeks an orderfor indemnification is based on any criminal or quasi-criminal proceeding, injunction action, indictment, allegation or other equitable relief or relief for other than money damages against an Interbrew Indemnitee that Interbrew reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of investigation; (ii) the Interbrew Third Party Claim can be so separated from solely seeks an injunction or similar equitable relief against the Indemnified Party; or (iii)the Indemnified Party reasonably believes at any time that for money damages, AmBev shall the Covered Losses relating to the Third Party Claim could exceed 200% of the maximum amount that such Indemnified Party could then be entitled to assume recover under the defense applicable provisions of the portion relating to money damagesthis Article IX.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified party, AmBev the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, at its own expense, to assume assume, conduct and control the settlement or defense thereof with counsel selected by AmBevthe indemnifying party; provided, however, that such counsel is not reasonably objected to by Interbrewthe indemnified party. Should AmBev the indemnifying party so elect to assume the defense of an Interbrew a Third Party Claim, AmBev the indemnifying party shall not be liable to the applicable Interbrew Indemnitee indemnified party for any legal expenses subsequently incurred by such Interbrew Indemnitee the indemnified party in connection with the defense thereof. If AmBev the indemnifying party assumes such defense, Interbrew the indemnified party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBevthe indemnifying party), at its own expense, separate from the counsel employed by AmBevthe indemnifying party, it being understood that AmBev the indemnifying party shall control and conduct such defensedefense and settlement. AmBev The indemnifying party shall be liable for the fees and expenses of counsel employed by Interbrew the indemnified party with respect to any Third Party Claim for any period during which AmBev the indemnifying party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee the indemnified party shall have failed to give notice of the Interbrew Third Party Claim as provided above). If AmBev the indemnifying party chooses to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBevthe indemnifying party's request) the provision to AmBev the indemnifying party of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not AmBev If the indemnifying party assumes the defense of an Interbrew a Third Party Claim, no Interbrew Indemnitee the indemnified party shall not admit any liability with respect to, or settle, compromise or discharge, any Interbrew such Third Party Claim without AmBevthe indemnifying party's prior written consent (which consent shall not be unreasonably withheld). If AmBev assumes consent, and the defense of an Interbrew Third Party Claim, the applicable Interbrew Indemnitee indemnified party shall agree to any settlement, compromise or discharge of such Interbrew a Third Party Claim that AmBev the indemnifying party may recommend that does not impose any obligations or conditions on the indemnified party (other than obligations or conditions that are immaterial) and that by its terms obligates AmBev the indemnifying party to pay the full amount of the liability in connection with such Interbrew Third Party Claim, which releases Interbrew thereby releasing the indemnified party completely in connection with such Interbrew Third Party Claim and that could not otherwise adversely affect InterbrewClaim. Notwithstanding the foregoing, AmBev the indemnified party shall have the right to settle, compromise or discharge any Third Party Claim; provided, that in such event it shall waive any right to indemnification under Section 8.1 or 8.2 with respect thereto. If the indemnifying party does not be entitled to assume the defense of a Third Party Claim, the indemnified party shall have the right to conduct and control the defense and settlement in such manner as it deems appropriate, including settling or compromising any Interbrew such Third Party Claim (after giving prior written notice of the same to the indemnifying party and obtaining the prior written consent of the indemnifying party, which consent shall not be unreasonably withheld, conditioned or delayed) on such terms of the indemnified party may reasonably deem appropriate, and in connection therewith shall have indemnification rights as set forth in this Agreement. The indemnification required by Section 8.1 or 8.2 shall be liable for made by periodic payments of the reasonable fees amount thereof during the course of the investigation or defense as and expenses of counsel incurred by an Interbrew Indemnitee in defending such Interbrew when bills are received or loss, liability, claim, damage or expense is incurred. All claims under Section 8.1 or 8.2 other than Third Party Claim) if the Interbrew Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee that Interbrew reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev shall be entitled governed by Section 8.5(c). All Claims related to assume the defense of the portion relating to money damagesTaxes shall be governed by Section 5.7(c).

Assumption. If an Interbrew Third a Third-Party Claim is made against an indemnified partyIndemnified Party, AmBev the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by AmBevthe indemnifying party; provided, however, that such counsel is not reasonably objected to by Interbrewthe Indemnified Party. Should AmBev the indemnifying party so elect to assume the defense of an Interbrew Third a Third-Party Claim, AmBev the indemnifying party shall not be liable to the applicable Interbrew Indemnitee Indemnified Party for any reasonable legal expenses subsequently incurred by such Interbrew Indemnitee the Indemnified Party in connection with the defense thereof. If AmBev the indemnifying party assumes such defense, Interbrew the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBev)counsel, at its own expense, separate from the counsel employed by AmBevthe indemnifying party, it being understood that AmBev the indemnifying party shall control such defense; provided that the indemnifying party shall bear the reasonable fees and expenses of such separate counsel (i) if the parties to any such action or proceeding (including impleaded parties) include any of the Holders and representation of both parties would, in the reasonable opinion of counsel for the Indemnified Party, be inappropriate due to a conflict of interest or (ii) if the indemnifying party shall not have employed counsel (other than counsel that is reasonably objected to by the Indemnified Party) within a reasonable time after the Indemnified Party has given notice of the institution of a Third-Party Claim in compliance with Section 10.4.1 hereof. AmBev The indemnifying party shall be liable for the reasonable fees and expenses of counsel employed by Interbrew the Indemnified Party for any period during which AmBev the indemnifying party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee shall have failed thereof, provided that such counsel is not reasonably objected to give notice of by the Interbrew Third Party Claim as provided above)indemnifying party. If AmBev the indemnifying party chooses to defend or prosecute an Interbrew Third a Third-Party Claim, all the indemnified parties Indemnified Parties shall cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBev's the indemnifying party’s request) the provision to AmBev the indemnifying party of records and information that are reasonably relevant to such Interbrew Third Third-Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. Whether or not AmBev If the indemnifying party assumes the defense of an Interbrew Third a Third-Party Claim, no Interbrew Indemnitee the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, any Interbrew Third such Third-Party Claim without AmBev's the indemnifying party’s prior written consent (which consent shall not be unreasonably withheld). If AmBev the indemnifying party assumes the defense of an Interbrew Third a Third-Party Claim, the applicable Interbrew Indemnitee Indemnified Party shall agree to any settlement, compromise or discharge of such Interbrew Third a Third-Party Claim that AmBev the indemnifying party may recommend and that by its terms obligates AmBev the indemnifying party to pay the full amount of the liability in connection with such Interbrew Third Third-Party Claim, which releases Interbrew the Indemnified Party completely in connection with such Interbrew Third Third-Party Claim and that could would not otherwise materially adversely affect Interbrew. Notwithstanding the foregoing, AmBev shall not be entitled to assume the defense of any Interbrew Third Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee in defending such Interbrew Third Party Claim) if the Interbrew Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee that Interbrew reasonably determines, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev shall be entitled to assume the defense of the portion relating to money damagesIndemnified Party.

Assumption. If an Interbrew a Third Party Claim is made against an indemnified partyIndemnified Party, AmBev the indemnifying party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof at its sole cost with counsel selected by AmBevthe indemnifying party; provided, however, that such counsel is not reasonably objected to by Interbrewthe Indemnified Party; provided, further, that the Indemnified Party shall be entitled to assume and control the defense of a Third Party Claim if the Indemnified Party has one or more defenses or counterclaims with respect to that Third Party Claim that are inconsistent with one or more of defenses or counterclaims that may be available to the indemnifying party with respect to that Third Party Claim. Should AmBev so the indemnifying party elect to assume the defense of an Interbrew a Third Party Claim, AmBev the indemnifying party shall not be liable to the applicable Interbrew Indemnitee Indemnified Party for any legal expenses subsequently incurred by such Interbrew Indemnitee the Indemnified Party in connection with the defense thereof. If AmBev the indemnifying party assumes such defense, Interbrew the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel (not reasonably objected to by AmBevthe indemnifying party), at its own expense, separate from the counsel employed by AmBevthe indemnifying party, it being understood that AmBev the indemnifying party shall control such defense. AmBev The indemnifying party shall be liable for the reasonable fees and expenses of counsel employed by Interbrew the Indemnified Party for any period during which AmBev the indemnifying party has not assumed the defense thereof (other than during any period in which an Interbrew Indemnitee shall have failed to give notice of the Interbrew Third Party Claim as provided above)thereof. If AmBev the indemnifying party chooses to defend or prosecute an Interbrew a Third Party Claim, all the indemnified parties Indemnified Party shall reasonably cooperate in the defense or prosecution thereof. Such cooperation shall include the retention and (upon AmBevthe indemnifying party's request) the provision to AmBev the indemnifying party of records and information that are reasonably relevant to such Interbrew Third Party Claim, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder, provided that the indemnifying party shall reimburse the Indemnified Party for the compensation (including salary and benefits) and reasonable out-of-pocket expenses incurred by any employee of an Indemnified Party who may provide assistance to the indemnifying party pursuant to this Section 10.05(b) and for any additional costs incurred by the Indemnified Party to enable such employee to provide litigation support in lieu of their duties for the Indemnified Party. Whether or not AmBev indemnifying party assumes the defense of an Interbrew a Third Party Claim, no Interbrew Indemnitee the Indemnified Party shall not admit any liability with respect to, or settle, compromise or discharge, any Interbrew or offer to settle, compromise or discharge, such Third Party Claim without AmBevthe indemnifying party's prior written consent (which consent shall not may be unreasonably withheld). If AmBev Except with the prior written consent of the Indemnified Party, no indemnifying party that assumes the defense of an Interbrew a Third Party Claim, Claim shall consent to the applicable Interbrew Indemnitee shall agree to entry of any judgment or enter into any settlement, compromise or discharge of such Interbrew a Third Party Claim that AmBev may recommend and that by its terms obligates AmBev to pay (i) includes injunctive or other non-monetary relief that adversely affects the full amount of Indemnified Party in any material respect, (ii) does not release the liability in connection with such Interbrew Third Indemnified Party Claim, which releases Interbrew completely in connection with such Interbrew Third Party Claim, or (iii) would otherwise adversely affect the Indemnified Party in any material respect. In the event a Third Party Claim and that could not otherwise adversely affect Interbrew. Notwithstanding the foregoing, AmBev shall not be entitled to assume the defense of any Interbrew Third is asserted against an Indemnified Party Claim (and shall be liable for the reasonable fees and expenses of counsel incurred by an Interbrew Indemnitee in defending such Interbrew Third Party Claim) if the Interbrew Third Party Claim seeks an order, injunction or other equitable relief or relief for other than money damages against an Interbrew Indemnitee that Interbrew reasonably determinesin the Bankruptcy Court, after conferring with its outside counsel, cannot be separated from any related claim for money damages. If such equitable relief or other relief portion of the Interbrew Third Party Claim can be so separated from that for money damages, AmBev indemnifying party shall be entitled to assume file a motion to transfer such Third Party Claim to the defense of the portion relating to money damagesBankruptcy Court.