Common use of Conduct of Proceedings Clause in Contracts

Conduct of Proceedings. Each Party and each other Indemnified Person shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against it arising out of any matter in respect of which it is entitled to be indemnified hereunder and the reasonable costs and expenses thereof (including reasonable attorneys’ fees and expert witness fees) shall be subject to the said indemnity; provided that the Indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense upon its giving written notice thereof to the Indemnified Person, and such Indemnifying Party shall conduct with due diligence and in good faith the defense of any claim against such party, whether or not the Indemnifying Party shall be joined therein, and the Indemnified Person shall cooperate with the Indemnifying Party in such defense. The Indemnified Person may elect to participate through separate counsel in the defense of any such claim, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (a) there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person in the conduct of the defense of such claim or (b) the Indemnifying Party did not employ counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof or (c) the Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party that there may be specific defenses available to it which are different from or additional to those available to the Indemnifying Party. In each of such cases the Indemnifying Party shall not have the right to control the defense or settlement of such claim and the reasonable fees and expenses of counsel engaged by the Indemnified Person shall be at the expense of the Indemnifying Party. Indemnifying Party shall give prompt written notice to Indemnified Person of any proposed settlement of an indemnified claim. Indemnifying Party may not, without Indemnified Person's prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent (i) includes an unconditional release of Indemnified Person from all liability arising out of such claim,

Conduct of Proceedings. Each Party and each other Indemnified Person shall have the right, but not the obligation, to contest, defend and litigate If any claim, action, suit claim or proceeding covered by any third the foregoing agreements to indemnify and hold harmless shall arise, the party alleged or asserted against it arising out of any matter in respect of which it is entitled to be indemnified hereunder and who seeks indemnification (the reasonable costs and expenses thereof (including reasonable attorneys’ fees and expert witness fees"Indemnified Party") shall be subject to the said indemnity; provided that the Indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense upon its giving give written notice thereof to the Indemnified Person, and such Indemnifying Party shall conduct with due diligence and in good faith other party (the defense of any claim against such party, whether or not the Indemnifying Party shall be joined therein, and "Indemnitor") promptly after the Indemnified Person Party learns of the existence of such claim or proceeding; provided, however, that the Indemnified Party's failure to give the Indemnitor prompt notice shall cooperate with not bar the Indemnifying Party in Indemnified Party's right to indemnification unless such defensefailure has materially prejudiced the Indemnitor's ability to defend the claim or proceeding. The Indemnitor shall have the right to employ counsel reasonably acceptable to the Indemnified Person may elect Party to participate through separate counsel in the defense of defend against any such claimclaim or proceeding, but or to compromise, settle or otherwise dispose of the fees and expenses of such counsel shall be same, if the Indemnitor deems it advisable to do so, all at the expense of such Indemnified Person unless (a) there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person in Indemnitor; provided that the conduct of the defense of such claim or (b) the Indemnifying Party did not employ counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof or (c) the Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party that there may be specific defenses available to it which are different from or additional to those available to the Indemnifying Party. In each of such cases the Indemnifying Party Indemnitor shall not have the right to control the defense of any such claim or settlement proceeding unless it has acknowledged in writing its obligation to indemnify the Indemnified Party fully from all liabilities incurred as a result of such claim or proceeding and the reasonable fees then and expenses of counsel engaged by periodically thereafter provides the Indemnified Person Party with reasonably sufficient evidence of the ability of the Indemnitor to satisfy any such liabilities. The parties will fully cooperate in any such action, and shall make available to each other any books or records useful for the defense of any such claim or proceeding. If the Indemnitor fails to acknowledge in writing its obligation to defend against or settle such claim or proceeding within twenty (20) days after receiving notice thereof from the Indemnified Party (or such shorter time specified in the notice as the circumstances of the matter may dictate), the Indemnified Party shall be free to dispose of the matter, at the expense of the Indemnifying Party. Indemnifying Indemnitor, in any way in which the Indemnified Party shall give prompt written notice deems to Indemnified Person of any proposed settlement of an indemnified claim. Indemnifying Party may not, without Indemnified Person's prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent (i) includes an unconditional release of Indemnified Person from all liability arising out of such claim,be in its best interest.

Conduct of Proceedings. Each i A Party seeking indemnification under this Clause 14 (the Indemnified Party) shall give the other Party (the “Indemnifying Party”) a Notice of any and each all claims asserted against the Indemnifying Party for which indemnification is or may be sought hereunder, together with reasonable details of the nature of such claim. Such notice shall be given as soon as the Indemnified Party becomes aware that it has or may have a claim against the Indemnifying Party, provided that failure to give such Notice shall not abrogate or diminish the Indemnifying Party’s obligation under this Clause 14 if the Indemnifying Party has or receives knowledge of the existence of any such claim by any other Indemnified Person means. ii Any Party entitled to indemnification shall have the right, but not the obligation, to contest, defend and litigate (and to retain legal advisers of its choice in connection therewith) any claim, action, suit or proceeding by any third party alleged or asserted against it and arising out of any matter in respect of which it is entitled to be indemnified hereunder hereunder, and the reasonable costs and expenses thereof (including reasonable attorneys’ fees and expert witness fees) thereof, shall be subject to the said indemnity; , provided that Party obligated to indemnify the Indemnifying other Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense upon and through legal advisers of its giving written notice thereof to the Indemnified Personchoice, and such Indemnifying Party shall conduct with due diligence and in good faith the defense of any claim against such party, whether or not the Indemnifying Party shall be joined therein, and the Indemnified Person shall cooperate with the Indemnifying Party in such defense. The Indemnified Person may elect to participate through separate counsel in the defense of any such claim, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (a) there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person in the conduct of the defense of such claim or (b) the Indemnifying Party did not employ counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof or (c) the Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party that there may be specific defenses available to it which are different from or additional to those available to the Indemnifying Party. In each of such cases the Indemnifying Party shall not have the right to control the defense or settlement of such claim and the reasonable fees and expenses of counsel engaged by the Indemnified Person shall be at the expense of the Indemnifying Party. Indemnifying Party shall give prompt written notice to Indemnified Person of any proposed settlement of an indemnified claim. Indemnifying Party may not, without Indemnified Person's prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent (i) includes an unconditional release of Indemnified Person from all liability arising out of such claim,if it:

Conduct of Proceedings. Each Party and each other Indemnified Person shall have the right, but not the obligation, to contest, defend and litigate If any claim, action, suit or proceeding covered by any third party alleged or asserted against it arising out of any matter in respect of which it is entitled the foregoing agreements to be indemnified hereunder indemnify and the reasonable costs and expenses thereof hold harmless (including reasonable attorneys’ fees and expert witness feesa “Proceeding”) shall be subject arise, the party seeking indemnification pursuant to this Article IX (the said indemnity; provided that the Indemnifying Party “Indemnified Party”) shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense upon its giving give written notice thereof to the other party (the “Indemnitor”) promptly after the Indemnified PersonParty learns of the existence of such Proceeding; provided, however, that the Indemnified Party’s failure to give the Indemnitor prompt notice shall not bar the Indemnified Party’s right to indemnification unless such failure has materially prejudiced the Indemnitor’s ability to defend the Proceeding. The Indemnitor shall have the right to employ counsel reasonably acceptable to the Indemnified Party to defend against any such Proceeding, or to compromise, settle or otherwise dispose of the same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor; provided that, Indemnitor shall not settle, or consent to entry of any judgment in any Proceeding, without obtaining a release of the Indemnified Party from, or acknowledging its obligation to indemnify the Indemnified Party for, all Damages in respect of the claims underlying such Proceeding. The parties will fully cooperate in any such action, and such Indemnifying Party shall conduct with due diligence and in good faith the defense of make available to each other any claim against such party, whether books or not the Indemnifying Party shall be joined therein, and the Indemnified Person shall cooperate with the Indemnifying Party in such defense. The Indemnified Person may elect to participate through separate counsel in records useful for the defense of any such claim, but Proceeding. If the fees and expenses of Indemnitor fails to acknowledge in writing its obligation to defend against or settle such counsel shall be at Proceeding within thirty (30) days after receiving notice thereof from the expense of Indemnified Party (or such Indemnified Person unless (a) there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person shorter time specified in the conduct notice as the circumstances of the defense of such claim or (b) the Indemnifying Party did not employ counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof or (c) matter may dictate), the Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party that there may be specific defenses available to it which are different from or additional to those available to the Indemnifying Party. In each of such cases the Indemnifying Party shall not have the right to control undertake the defense or and settlement of any such claim and Proceeding, at the reasonable fees and expenses of counsel engaged by Indemnitor’s expense; provided that, if the Indemnified Person Party assumes the defense of any such Proceeding, the Indemnified Party shall be at not settle such Proceeding prior to final judgment thereon or forego any appeal with respect thereto without the expense prior written consent of the Indemnifying Party. Indemnifying Party shall give prompt written notice to Indemnified Person of any proposed settlement of an indemnified claim. Indemnifying Party Indemnitor (which consent may not, without Indemnified Person's prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent (i) includes an unconditional release of Indemnified Person from all liability arising out of such claim,not be unreasonably withheld).

Conduct of Proceedings. Each Party and each other Indemnified Person indemnitee shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against it arising out of any matter in respect of which it is entitled to be indemnified hereunder and the reasonable costs and expenses thereof (including reasonable attorneys’ fees and expert witness fees) shall be subject to the said indemnity; provided that the Indemnifying indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense upon its giving written notice thereof to the Indemnified indemnified Person. The indemnified Person shall provide reasonable assistance to the indemnifying Party, and at the indemnifying Party’s expense, in connection with such Indemnifying claim, action, suit or proceeding. Upon such assumption, the indemnifying Party shall conduct with due diligence reimburse the indemnified Person for the reasonable costs and in good faith expenses previously incurred by it prior to the assumption of such defense of any claim against such party, whether or not by the Indemnifying indemnifying Party. The indemnifying Party shall keep the indemnified Person informed as to the status and progress of such claim, action, suit or proceeding. Except as set forth in paragraph (c) below, in the event the indemnifying Party assumes the control of the defense, the indemnifying Party will not be joined therein, and liable to the Indemnified indemnified Person shall cooperate under this Article for any legal fees or expenses subsequently incurred by the indemnified Person in connection with the Indemnifying Party in such defense. The Indemnified Person may elect to participate through separate counsel in indemnifying Party shall control the defense settlement of any such claimall claims over which it has assumed the defense; provided, but however, that the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (a) there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person in the conduct of the defense of such claim or (b) the Indemnifying Party did not employ counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof or (c) the Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party that there may be specific defenses available to it which are different from or additional to those available to the Indemnifying Party. In each of such cases the Indemnifying indemnifying Party shall not have agree to or conclude any settlement that affects the right to control indemnified Person without the defense or settlement of such claim and the reasonable fees and expenses of counsel engaged by the Indemnified Person shall be at the expense prior written approval of the Indemnifying Party. Indemnifying Party indemnified Person (whose said approval shall give prompt written notice to Indemnified Person of any proposed settlement of an indemnified claim. Indemnifying Party may not, without Indemnified Person's prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent (i) includes an unconditional release of Indemnified Person from all liability arising out of such claim,not be unreasonably withheld).

Conduct of Proceedings. Each Party and each other Indemnified Person shall have the right, but not the obligation, to contest, defend and litigate If any claim, action, suit claim or proceeding covered by any third the foregoing agreements to indemnify and hold harmless shall arise, the party alleged or asserted against it arising out of any matter in respect of which it is entitled to be indemnified hereunder and who seeks indemnification (the reasonable costs and expenses thereof (including reasonable attorneys’ fees and expert witness fees"Indemnified Party") shall be subject to the said indemnity; provided that the Indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense upon its giving give written notice thereof to the Indemnified Person, and such Indemnifying Party shall conduct with due diligence and in good faith other party (the defense of any claim against such party, whether or not the Indemnifying Party shall be joined therein, and "Indemnitor") promptly after the Indemnified Person Party learns of the existence of such claim or proceeding; PROVIDED, HOWEVER, that the Indemnified Party's failure to give the Indemnitor prompt notice shall cooperate with not bar the Indemnifying Party in Indemnified Party's right to indemnification unless such defensefailure has materially prejudiced the Indemnitor's ability to defend the claim or proceeding. The Indemnitor shall have the right to employ counsel reasonably acceptable to the Indemnified Person may elect Party to participate through separate counsel in the defense of defend against any such claimclaim or proceeding, but or to compromise, settle or otherwise dispose of the fees and expenses of such counsel shall be same, if the Indemnitor deems it advisable to do so, all at the expense of such Indemnified Person unless (a) there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person in Indemnitor; PROVIDED that the conduct of the defense of such claim or (b) the Indemnifying Party did not employ counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof or (c) the Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party that there may be specific defenses available to it which are different from or additional to those available to the Indemnifying Party. In each of such cases the Indemnifying Party Indemnitor shall not have the right to control the defense of any such claim or settlement proceeding unless it has acknowledged in writing its obligation to indemnify the Indemnified Party fully from all liabilities incurred as a result of such claim or proceeding and the reasonable fees then and expenses of counsel engaged by periodically thereafter provides the Indemnified Person Party with reasonably sufficient evidence of the ability of the Indemnitor to satisfy any such liabilities. The parties will fully cooperate in any such action, and shall make available to each other any books or records useful for the defense of any such claim or proceeding. If the Indemnitor fails to acknowledge in writing its obligation to defend against or settle such claim or proceeding within twenty (20) days after receiving notice thereof from the Indemnified Party (or such shorter time specified in the notice as the circumstances of the matter may dictate), the Indemnified Party shall be free to dispose of the matter, at the expense of the Indemnifying Party. Indemnifying Indemnitor (if the Indemnitor is ultimately liable), in any way in which the Indemnified Party shall give prompt written notice deems to Indemnified Person of any proposed settlement of an indemnified claim. Indemnifying Party may not, without Indemnified Person's prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent (i) includes an unconditional release of Indemnified Person from all liability arising out of such claim,be in its best interest.

Conduct of Proceedings. Each Party and each other Indemnified Person shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against it arising out of any matter in respect of which it is entitled to be indemnified hereunder and the reasonable costs and expenses thereof (including reasonable attorneys’ fees and expert witness fees) shall be subject to the said indemnity; provided that the Indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense upon its giving written notice thereof to the Indemnified Person, and such Indemnifying Party shall conduct with due diligence and in good faith the defense of any claim against such party, whether or not the Indemnifying Party shall be joined therein, and the Indemnified Person shall cooperate with the Indemnifying Party in such defense. The Indemnified Person may elect to participate through separate counsel in the defense of any such claim, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (a) there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person in the conduct of the defense of such claim or (b) the Indemnifying Party did not employ counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof or (c) the Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party that there may be specific defenses available to it which are different from or additional to those available to the Indemnifying Party. In each of such cases the Indemnifying Party shall not have the right to control the defense or settlement of such claim and the reasonable fees and expenses of counsel engaged by the Indemnified Person shall be at the expense of the Indemnifying Party. Indemnifying Party shall give prompt written notice to Indemnified Person of any proposed settlement of an indemnified claim. Indemnifying Party may not, without Indemnified Person's prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent (i) includes an unconditional release of Indemnified Person from all liability arising out of such claim,, (ii) does not contain any admission or statement suggesting any wrongdoing or liability on behalf of Indemnified Person, and (iii) does not contain any equitable order, judgment or term (other than the fact of payment or the amount of such payment) that in any manner affects, restrains or interferes with the business of Indemnified Person or any of its Affiliates.

Conduct of Proceedings. Each Party and each other Indemnified Person shall have the right, but not the obligation, to contest, defend and litigate If any third party claim, action, suit or proceeding (a "Proceeding") covered by the foregoing agreements to indemnify and hold harmless shall arise, the party seeking indemnification pursuant to this Article 8 (the "Indemnified Party") shall give written notice thereof to the other party (the "Indemnitor") promptly, but in any third event within ten days, after the Indemnified Party learns of the existence of such Proceeding; provided, however, that the Indemnified Party's failure to give the Indemnitor prompt notice shall not release the Indemnitor except to the extent such party alleged is prejudiced by such failure. Such notice shall describe the claim in reasonable detail and include copies of all related notices and documents (including court papers) served on or asserted against received by the Indemnified Party. The Indemnitor shall have the right to participate in such claim or action, to assume the defense thereof with counsel reasonably acceptable to the Indemnified Party, and to compromise, settle or otherwise dispose of the same, if the Indemnitor deems it arising out advisable to do so, all at the expense of the Indemnitor; provided that, Indemnitor shall not settle, or consent to entry of any matter judgment in any Proceeding, without obtaining a release of the Indemnified Party from, or acknowledging its obligation to indemnify the Indemnified Party for, all Damages in respect of which it is entitled to be indemnified hereunder and the reasonable costs and expenses thereof (including reasonable attorneys’ fees and expert witness fees) claims underlying such Proceeding. If requested by the Indemnified Party, the Indemnitor shall be subject to the said indemnity; provided that the Indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense upon its giving written subject to the limitations set forth in this Section 8.3. After notice thereof to the Indemnified Person, and such Indemnifying Party shall conduct with due diligence and in good faith the defense of any claim against such party, whether or not the Indemnifying Party shall be joined therein, and the Indemnified Person shall cooperate with the Indemnifying Party in such defense. The Indemnified Person may elect to participate through separate counsel in the defense of any such claim, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (a) there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person in the conduct of the defense of such claim or (b) the Indemnifying Party did not employ counsel Indemnitor's election to assume the defense of such claim within a reasonable time after notice of or action, the commencement thereof or (c) Indemnitor shall not be liable to the Indemnified Person Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense thereof; provided that, in the event that the Indemnified Party shall reasonably concludes and specifically notifies determine, based upon the Indemnifying Party advice of its outside legal counsel, that there (x) it may be specific defenses have available to it which one or more defenses or counterclaims that are different from inconsistent with one or additional to more of those that may be available to the Indemnifying Party. In each Indemnitor in respect of such cases claim or any litigation relating thereto, or (y) there is a conflict of interest between the Indemnifying Indemnitor and the Indemnified Party, then the Indemnified Party shall not have the right at all times to control have one counsel participate in the defense or settlement of such claim at the expense of the Indemnitor. In such an event, the Indemnitor shall not assume the defense of such Proceeding on behalf of the Indemnified Party and the Indemnified Party shall assume its own defense and the Indemnitor shall pay the reasonable fees and expenses of such counsel engaged by to the Indemnified Person Party. The parties will fully cooperate in any such action, and shall be make available to each other any books or records useful for the defense of any such Proceeding. If the Indemnitor fails to acknowledge in writing its obligation to defend against or settle any Proceeding that it is obligated to defend hereunder within thirty (30) days after receiving notice thereof from the Indemnified Party (or such shorter time specified in the notice as the circumstances of the matter may dictate), the Indemnified Party shall have the right to undertake the defense and settlement of any such Proceeding, at the expense Indemnitor's expense; provided that, if the Indemnified Party assumes the defense of any such Proceeding, the Indemnified Party shall not settle such Proceeding prior to final judgment thereon or forego any appeal with respect thereto without the prior written consent of the Indemnifying Party. Indemnifying Party shall give prompt written notice to Indemnified Person of any proposed settlement of an indemnified claim. Indemnifying Party Indemnitor (which consent may not, without Indemnified Person's prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent (i) includes an unconditional release of Indemnified Person from all liability arising out of such claim,not be unreasonably withheld).

Conduct of Proceedings. Each Party and each other Indemnified Person In case any proceeding (including governmental investigation) shall have the right, but not the obligation, to contest, defend and litigate be instituted involving any claim, action, suit or proceeding by any third party alleged or asserted against it arising out of any matter person in respect of which it is entitled indemnity may be sought pursuant to be indemnified hereunder and Clause 13.1 (Indemnification), such person (the reasonable costs and expenses thereof (including reasonable attorneys’ fees and expert witness fees"Indemnified Person") shall promptly notify the person against whom such indemnity may be subject sought (the "Indemnifying Person") and shall take such action and give such information and access to personnel, documents and records to the said indemnity; provided that Indemnifying Person and its professional advisers as the Indemnifying Party shall be entitledPerson may reasonably request, and at its optionthe request of the Indemnifying Person, allow the Indemnifying Person to assume and control take the defense sole conduct of such claim, action, suit or proceeding at its expense upon its giving written notice thereof to as the Indemnifying Person may reasonably deem appropriate in connection with such proceeding in the name of the Indemnified Person. In such event, and the Indemnified Person shall make no admission of liability, agreement, settlement or compromise with any third party in relation to any such Indemnifying Party shall conduct with due diligence and in good faith proceeding or adjudication thereof without the defense prior written consent of any claim against such party, whether or not the Indemnifying Party shall be joined therein, Person and the Indemnified Person shall cooperate with has the Indemnifying Party in right to such defense. The Indemnified Person may elect information and consultation concerning the development and defence of any litigation or threatened litigation as it sees fit, and reserves the right to participate through separate counsel in re-assume the defense defence of any such claim, but action at any time. The Indemnifying Person will not settle any proceeding in respect of which indemnity may be sought pursuant to Clause 13.1 (Indemnification)without the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (a) there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person in the conduct prior written consent of the defense of such claim or (b) the Indemnifying Party did not employ counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof or (c) the relevant Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party that there may be specific defenses available to it Party, which are different from or additional to those available to the Indemnifying Party. In each of such cases the Indemnifying Party consent shall not have the right to control the defense or settlement of such claim and the reasonable fees and expenses of counsel engaged by the Indemnified Person shall be at the expense of the Indemnifying Party. Indemnifying Party shall give prompt written notice to Indemnified Person of any proposed settlement of an indemnified claim. Indemnifying Party may notunreasonably withheld, without Indemnified Person's prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent (i) settlement includes an unconditional release of each Indemnified Person Party from all liability arising out of such claim,proceeding, action, claim or demand and does not include a statement as to admission of fault, culpability or failure to act by or on behalf of an Indemnified Person.

Conduct of Proceedings. Each Party and each other Indemnified Person shall have the right, but not the obligation, to contest, defend and litigate If any claim, action, suit claim or proceeding covered by any third party alleged or asserted against it arising out the foregoing agreements to indemnify and hold harmless shall arise (by receipt of notice of any matter such claim or proceeding prior to the expiration of the periods set forth in respect of which it is entitled to be indemnified hereunder and SECTION 13.2), the reasonable costs and expenses thereof party who seeks indemnification (including reasonable attorneys’ fees and expert witness feesthe "INDEMNIFIED PARTY") shall be subject to the said indemnity; provided that the Indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense upon its giving give written notice thereof to the Indemnified Personother party (the "INDEMNITOR", and such Indemnifying Party shall conduct with due diligence and which, in good faith the defense case of any claim against such partyPrincipal Holders, whether or not the Indemnifying Party shall be joined therein, and the Holder Representative) promptly after the Indemnified Person Party learns of the existence of such claim or proceeding; PROVIDED, HOWEVER, that the Indemnified Party's failure to give the Indemnitor prompt notice shall cooperate with not bar the Indemnifying Party in Indemnified Party's right to indemnification unless such defensefailure has materially prejudiced the Indemnitor's ability to defend the claim or proceeding. The Indemnitor shall have the right to employ counsel reasonably acceptable to the Indemnified Person may elect Party to participate through separate counsel in the defense of defend against any such claimclaim or proceeding, but or to compromise, settle or otherwise dispose of the fees and expenses of such counsel shall be same, if the Indemnitor deems it advisable to do so, all at the expense of such Indemnified Person unless (a) there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person in Indemnitor; PROVIDED that the conduct of the defense of such claim or (b) the Indemnifying Party did not employ counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof or (c) the Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party that there may be specific defenses available to it which are different from or additional to those available to the Indemnifying Party. In each of such cases the Indemnifying Party Indemnitor shall not have the right to control the defense of any such claim or settlement proceeding unless it has acknowledged in writing its obligation to indemnify the Indemnified Party fully from all liabilities incurred as a result of such claim or proceeding and the reasonable fees then and expenses of counsel engaged by periodically thereafter provides the Indemnified Person Party with reasonably sufficient evidence of the ability of the Indemnitor to satisfy any such liabilities. The parties will fully cooperate in any such action, and shall make available to each other any books or records useful for the defense of any such claim or proceeding. If the Indemnitor fails to acknowledge in writing its obligation to defend against or settle such claim or proceeding within thirty (30) calendar days after receiving notice thereof from the Indemnified Party (or such shorter time specified in the notice as the circumstances of the matter may dictate), the Indemnified Party shall be free to dispose of the matter, at the expense of the Indemnifying Party. Indemnifying Indemnitor, reasonably and in any way in which the Indemnified Party deems to be in its best interest; provided, however, that during such thirty (30) day notice period, the Indemnified Party shall give prompt written notice have the right to Indemnified Person of take any proposed settlement of an indemnified claim. Indemnifying Party may not, without Indemnified Person's prior written consent, settle or compromise any actions it deems appropriate to preserve its rights and avoid prejudicing its defenses with regard to such claim or consent proceeding; PROVIDED, FURTHER, that if Indemnitor and Indemnified Party agree in advance that both Indemnitor and Indemnified Party would both share liability with respect to a claim or proceeding, the entry Indemnitor and Indemnified Party shall agree on a joint defense of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise claim or consent (i) includes proceeding without the requirement for an unconditional release advance acknowledgement in writing of Indemnitor's obligation to indemnify the Indemnified Person Party fully from all liability arising out liabilities incurred as a result of such claim,claim or proceeding.

Conduct of Proceedings. Each Party and each other Indemnified Person Owner or Contractor Indemnitee shall have the right, but not the obligation, to assume and control the defense of, and to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against it arising out of any matter in respect of which it is entitled to be indemnified hereunder and the reasonable costs and expenses thereof (including reasonable attorneys’ fees and expert witness fees) shall be subject to the said indemnity; provided that the Indemnifying Party shall be entitled, at its option, to assume and control the defense of such any claim, action, suit or proceeding that is related to the unauthorized disclosure, use, infringement or misappropriation of Intellectual Property Rights only, at its expense upon its giving written notice thereof to the Indemnified Person. The Indemnified Person shall provide reasonable assistance to the Indemnifying Party, and at the Indemnifying Party’s expense, in connection with such Indemnifying Party shall conduct with due diligence and in good faith the defense of any claim against claim, action, suit or proceeding. Upon such partyassumption, whether or not the Indemnifying Party shall be joined therein, and reimburse the Indemnified Person for the reasonable costs and expenses previously incurred by it prior to the assumption of such defense by the Indemnifying Party. The Indemnifying Party shall cooperate with keep the Indemnified Person informed as to the status and progress of such claim, action, suit or proceeding. Except as set forth in Section 16.3.3 below, in the event the Indemnifying Party assumes the control of the defense, the Indemnifying Party will not be liable to the Indemnified Person under this Article for any legal fees or expenses subsequently incurred by the Indemnified Person in connection with such defense. The Indemnified Person may elect to participate through separate counsel in the defense of any such claim, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (a) there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person in shall control the conduct settlement of all claims over which it has assumed the defense of such claim or (b) the Indemnifying Party did not employ counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof or (c) the Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party defense; provided, however, that there may be specific defenses available to it which are different from or additional to those available to the Indemnifying Party. In each of such cases the Indemnifying Party shall not have the right agree to control the defense or conclude any settlement of such claim and the reasonable fees and expenses of counsel engaged by that affects the Indemnified Person shall be at without the expense prior written approval of the Indemnifying Party. Indemnifying Party shall give prompt written notice to Indemnified Person of any proposed settlement of an indemnified claim. Indemnifying Party may not, without Indemnified Person's prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent (i) includes an unconditional release of Indemnified Person from all liability arising out of such claim,whose said approval shall not be unreasonably withheld.

Conduct of Proceedings. Each Party and each other Indemnified Person shall have the right, but not the obligation, to contest, defend and litigate If any claim, action, suit claim or proceeding covered ---------------------- by any third the foregoing agreements to indemnify and hold harmless shall arise, the party alleged or asserted against it arising out of any matter in respect of which it is entitled to be indemnified hereunder and who seeks indemnification (the reasonable costs and expenses thereof (including reasonable attorneys’ fees and expert witness fees"Indemnified Party") shall be subject to the said indemnity; provided that the Indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense upon its giving give written notice thereof to the Indemnified Person, and such Indemnifying Party shall conduct with due diligence and in good faith other party (the defense of any claim against such party, whether or not the Indemnifying Party shall be joined therein, and "Indemnitor") promptly after the Indemnified Person shall cooperate with the Indemnifying Party in such defense. The Indemnified Person may elect to participate through separate counsel in the defense of any such claim, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (a) there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person in the conduct learns of the defense existence of such claim or proceeding; provided, however, that the Indemnified Party's failure to give the Indemnitor prompt notice shall not bar the Indemnified Party's right to indemnification unless such failure has materially prejudiced the Indemnitor's ability to defend the claim or proceeding, (bi) the Indemnifying Party did not employ counsel to assume take control of the defense and investigation of such claim within a reasonable time after notice or proceeding, (ii) employ and engage attorneys of its own choice (subject to the approval of the commencement thereof indemnified party, such approval not to be unreasonably withheld) to handle and defend the same, at the indemnifying party's sole cost, risk and expense, and (iii) compromise or (c) settle such claim, which compromise or settlement shall be made only with the written consent of the Indemnified Person reasonably concludes and specifically notifies Party; provided that the Indemnifying Party that there may be specific defenses available to it which are different from or additional to those available to the Indemnifying Party. In each of such cases the Indemnifying Party Indemnitor shall not have the right to control the defense of any such claim or settlement proceeding unless it has acknowledged in writing its obligation to indemnify the Indemnified Party fully from all liabilities incurred as a result of such claim or proceeding and the reasonable fees then and expenses of counsel engaged by periodically thereafter provides the Indemnified Person Party with reasonably sufficient evidence of the ability of the Indemnitor to satisfy any such liabilities. The parties will fully cooperate in any such action, and shall make available to each other any books or records useful for the defense of any such claim or proceeding. If the Indemnitor fails to acknowledge in writing its obligation to defend against or settle such claim or proceeding within twenty (20) days after receiving notice thereof from the Indemnified Party (or such shorter time specified in the notice as the circumstances of the matter may dictate), the Indemnified Party shall be free to dispose of the matter, at the expense of the Indemnifying PartyIndemnitor, in any way in which the Indemnified Party deems to be in its best interest. Indemnifying Party All payments made pursuant to Section 11.1 of this Agreement or pursuant to any other claim for indemnification hereunder shall give prompt written notice to Indemnified Person of any proposed settlement of be treated as an indemnified claim. Indemnifying Party may not, without Indemnified Person's prior written consent, settle or compromise any claim or consent adjustment to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent (i) includes an unconditional release of Indemnified Person from all liability arising out of such claim,Purchase Price.

Conduct of Proceedings. Each Party and each other Indemnified Person shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against it arising out of any matter in respect of which it is entitled to be indemnified hereunder hereunder, and the reasonable costs and expenses thereof (including reasonable attorneys’ fees and expert witness fees) shall be subject to the said indemnity; provided that the Indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense upon its giving written notice thereof to the Indemnified Person, and such Indemnifying Party shall conduct with due diligence and in good faith the defense of any claim against such partyIndemnified Person, whether or not the Indemnifying Party shall be joined therein, and the Indemnified Person shall cooperate with the Indemnifying Party in such defense. The Indemnifying Party shall have charge and direction of the defense and settlement of such claim; provided, however, that without relieving the Indemnifying Party of its obligations hereunder or impairing the Indemnifying Party’s right to control the defense or settlement thereof, the Indemnified Person may elect to participate through separate counsel in the defense of any such claim, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (a) there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person in the conduct of the defense of such claim or claim, (b) the Indemnifying Party did not employ counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof or (c) the Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party that there may be specific defenses available to it which that are different from or additional to those available to the Indemnifying Party. In each of such cases case, the Indemnifying Party shall not have the right to control the defense or settlement of such claim and the reasonable fees and expenses of counsel engaged by the Indemnified Person shall be at the expense of the Indemnifying Party. Indemnifying Party The amount of any indemnity payment made under Section 12.1 shall give prompt written notice to be reduced by the amount of all insurance proceeds received by the Indemnified Person in respect of any proposed settlement of an indemnified claim. Indemnifying Party may not, without Indemnified Person's prior written consent, settle or compromise any claim or consent the event giving rise to the entry right of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent (i) includes an unconditional release of Indemnified Person from all liability arising out of such claim,indemnity under Section 12.1.

Conduct of Proceedings. Each Party and each other Indemnified Person shall have the right, but not the obligation, to contest, defend and litigate If any claim, action, suit claim or proceeding covered by any third the foregoing agreements to indemnify and hold harmless shall arise, the party alleged or asserted against it arising out of any matter in respect of which it is entitled to be indemnified hereunder and who seeks indemnification (the reasonable costs and expenses thereof (including reasonable attorneys’ fees and expert witness fees"Indemnified Party") shall be subject to the said indemnity; provided that the Indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense upon its giving give written notice thereof to the Indemnified Person, and such Indemnifying Party shall conduct with due diligence and in good faith other party (the defense of any claim against such party, whether or not the Indemnifying Party shall be joined therein, and "Indemnitor") promptly after the Indemnified Person Party learns of the existence of such claim or proceeding; provided, however, that the Indemnified Party's failure to give the Indemnitor prompt notice shall cooperate with not bar the Indemnifying Party in Indemnified Party's right to indemnification except to the extent that such defensefailure has materially prejudiced the Indemnitor's ability to defend the claim or proceeding. The Indemnitor shall have the right to employ counsel reasonably acceptable to the Indemnified Person may elect Party to participate through separate counsel in the defense of defend against any such claimclaim or proceeding, but or to compromise, settle or otherwise dispose of the fees and expenses of such counsel shall be same, if the Indemnitor deems it advisable to do so, all at the expense of such Indemnified Person unless (a) there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person in Indemnitor; provided that the conduct of the defense of such claim or (b) the Indemnifying Party did not employ counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof or (c) the Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party that there may be specific defenses available to it which are different from or additional to those available to the Indemnifying Party. In each of such cases the Indemnifying Party Indemnitor shall not have the right to control the defense compromise, settle, or settlement dispose of any such claim and the reasonable fees and expenses of counsel engaged by or proceeding unless it has acknowledged in writing its obligation to indemnify the Indemnified Person shall be at Party as set forth herein and then and periodically thereafter provides the expense Indemnified Party with reasonably sufficient evidence of the Indemnifying Partyability of the Indemnitor to satisfy any such liabilities. Indemnifying Party The parties will fully cooperate in any such action, and shall give prompt written notice to Indemnified Person of any proposed settlement of an indemnified claim. Indemnifying Party may not, without Indemnified Person's prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent (i) includes an unconditional release of Indemnified Person from all liability arising out of such claim,make

Conduct of Proceedings. Each Party and each other Indemnified Person shall have the right, but not the obligation, to contest, defend and litigate If any claim, action, suit claim or proceeding covered by any third the foregoing agreements to indemnify and hold harmless shall arise, the party alleged or asserted against it arising out of any matter in respect of which it is entitled to be indemnified hereunder and who seeks indemnification (the reasonable costs and expenses thereof (including reasonable attorneys’ fees and expert witness fees"INDEMNIFIED PARTY") shall be subject to the said indemnity; provided that the Indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense upon its giving give written notice thereof to the Indemnified Person, and such Indemnifying Party shall conduct with due diligence and in good faith other party (the defense of any claim against such party, whether or not the Indemnifying Party shall be joined therein, and "INDEMNITOR") promptly after the Indemnified Person Party learns of the existence of such claim or proceeding; PROVIDED, HOWEVER, that the Indemnified Party's failure to give the Indemnitor prompt notice shall cooperate with not bar the Indemnifying Party in Indemnified Party's right to indemnification unless such defensefailure has materially prejudiced the lndemnitor's ability to defend the claim or proceeding. The Indemnitor shall have the right to employ counsel reasonably acceptable to the Indemnified Person may elect Party to participate through separate counsel in the defense of defend against any such claimclaim or proceeding, but or to compromise, settle or otherwise dispose of same, if the fees and expenses of such counsel shall be Indemnitor deems it advisable to do so, all at the expense of such Indemnified Person unless (a) there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person in Indemnitor; provided that the conduct of the defense of such claim or (b) the Indemnifying Party did not employ counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof or (c) the Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party that there may be specific defenses available to it which are different from or additional to those available to the Indemnifying Party. In each of such cases the Indemnifying Party Indemnitor shall not have the right to control the defense of any such claim or settlement provided that the Indemnitor shall not have the right to control proceeding unless it has acknowledged in writing its obligation to indemnify the Indemnified Party fully from all liabilities incurred as a result of such claim or proceeding and the reasonable fees then and expenses of counsel engaged by periodically thereafter has provided the Indemnified Person Party with reasonably sufficient evidence of the ability of the Indemnitor to satisfy any such liabilities. The parties will fully cooperate in any such action, and shall make available to each other any books or records useful for the defense of any such claim or proceeding. If the Indemnitor fails to acknowledge in writing its obligation to defend against or settle such claim or proceeding within twenty (20) days after receiving notice thereof from the Indemnified Party (or such shorter time specified in the notice as the circumstances of the matter may dictate), the Indemnified Party shall be free to dispose of the matter, at the expense of the Indemnifying Party. Indemnifying Indemnitor, in any way in which the Indemnified Party shall give prompt written notice deems to Indemnified Person of any proposed settlement of an indemnified claim. Indemnifying Party may not, without Indemnified Person's prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent (i) includes an unconditional release of Indemnified Person from all liability arising out of such claim,be in its best interest.

Conduct of Proceedings. Each Party and each other Indemnified Person shall have the rightIf Grantor fails to defend any such condemnation or expropriation proceedings to Lender’s satisfaction, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against it arising out of any matter in respect of which it is entitled to be indemnified hereunder and the reasonable costs and expenses thereof (including reasonable attorneys’ fees and expert witness fees) shall be subject to the said indemnity; provided that the Indemnifying Party shall be entitled, at its option, to assume and control Lender may undertake the defense of such claima proceeding for and on behalf of Grantor. To this end, actionGrantor irrevocably appoints Lender as Grantor’s agent and attorney-in-fact, suit such agency being coupled with an interest, to bring, defend, adjudicate, settle, or proceeding at its expense upon its giving written notice thereof otherwise compromise such condemnation or expropriation claims; it being understood, however, that, unless one or more Events of Default (other than the condemnation or expropriation of the Property) then exists under this Mortgage, Lender will not agree to the Indemnified Person, and such Indemnifying Party shall conduct with due diligence and in good faith the defense of any claim against such party, whether final settlement or not the Indemnifying Party shall be joined therein, and the Indemnified Person shall cooperate with the Indemnifying Party in such defense. The Indemnified Person may elect to participate through separate counsel in the defense compromise of any such claimcondemnation or expropriation claim without Grantor’s prior approval, but which approval shall not be unreasonably withheld. Application of Net Proceeds. Lender shall have the fees right to receive all proceeds derived or to be derived from the condemnation, expropriation, confiscation, eminent domain, inverse condemnation, or any permanent or temporary requisition or taking of the Property, or any part or parts of the Property (“condemnation proceeds”). In the event that Grantor should receive any such condemnation proceeds, Grantor agrees to immediately turn over and expenses of to pay such counsel proceeds to Lender. All condemnation proceeds, which are received by, or which are payable to either Grantor or Lender, shall be applied, at Lender’s sole option and discretion, and in such manner as Lender may determine (after payment of all reasonable costs, expenses and attorneys’ fees necessarily paid or incurred by Grantor and/or Lender), for the expense of such Indemnified Person unless purpose of: (a) there exists a material conflict of interest between replacing or restoring the Indemnifying Party and such Indemnified Person in the conduct of the defense of such claim condemned, expropriated, confiscated, or taken Property; or (b) reducing the Indemnifying Party did not employ counsel to assume then outstanding balance of the defense Indebtedness, together with interest thereon, with such payments being applied in the manner provided in this Mortgage. Lender’s receipt of such claim within a reasonable time after notice of condemnation proceeds and the commencement thereof or (c) the Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party that there may be specific defenses available to it which are different from or additional to those available to the Indemnifying Party. In each application of such cases the Indemnifying Party proceeds as provided in this Mortgage shall not have affect the right to control the defense or settlement lien of such claim and the reasonable fees and expenses of counsel engaged by the Indemnified Person shall be at the expense of the Indemnifying Party. Indemnifying Party shall give prompt written notice to Indemnified Person of any proposed settlement of an indemnified claim. Indemnifying Party may not, without Indemnified Person's prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent (i) includes an unconditional release of Indemnified Person from all liability arising out of such claim,this Mortgage.

Conduct of Proceedings. Each Indemnified Party and each other Indemnified Person shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against it arising out of any matter in respect of which it is entitled to be indemnified hereunder and the reasonable costs and expenses thereof (including reasonable attorneys’ fees and expert witness fees) shall be subject to the said indemnity; provided that the Indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense upon its giving written notice thereof to the Indemnified Person, and such Indemnifying Party shall conduct with due diligence and in good faith the defense of any claim against such party, whether or not the Indemnifying Party shall be joined therein, and the Indemnified Person Party shall cooperate with the Indemnifying Party in such defense. The Indemnifying Party shall have charge and direction of the defense and settlement of such claim; provided, however, that without relieving the Indemnifying Party of its obligations hereunder or impairing the Indemnifying Party’s right to control the defense or settlement thereof, the Indemnified Person Party may elect to participate through separate counsel in the defense of any such claim, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person Party unless (a) the employment of counsel by such Indemnified Party shall have reasonably concluded that there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person Party in the conduct of the defense of such claim or (b) the Indemnifying Party did not employ counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof or (c) the Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party that there may be specific defenses available to it which are different from or additional to those available to the Indemnifying Party. In each of such cases the Indemnifying Party shall not have the right to control the defense or settlement of such claim and the reasonable fees and expenses of counsel engaged by the Indemnified Person shall be at the expense of the Indemnifying Party. Indemnifying Party shall give prompt written notice to Indemnified Person of any proposed settlement of an indemnified claim. Indemnifying Party may not, without Indemnified Person's prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent (i) includes an unconditional release of Indemnified Person from all liability arising out of such claim,or

Conduct of Proceedings. Each Party and each other Indemnified Person indemnitee shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against it arising out of any matter in respect of which it is entitled to be indemnified hereunder and the reasonable costs and expenses thereof (including reasonable attorneys’ attorneys fees and expert witness fees) shall be subject to the said indemnity; provided that the Indemnifying indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense upon its giving written notice thereof to the Indemnified indemnified Person. The indemnified Person shall provide reasonable assistance to the indemnifying Party, and at the indemnifying Party's expense, in connection with such Indemnifying claim, action, suit or proceeding. Upon such assumption, the indemnifying Party shall conduct with due diligence reimburse the indemnified Person for the reasonable costs and in good faith expenses previously incurred by it prior to the assumption of such defense of any claim against such party, whether or not by the Indemnifying indemnifying Party. The indemnifying Party shall keep the indemnified Person informed as to the status and progress of such claim, action, suit or proceeding. Except as set forth in paragraph (c) below, in the event the indemnifying Party assumes the control of the defense, the indemnifying Party will not be joined therein, and liable to the Indemnified indemnified Person shall cooperate under this Article for any legal fees or expenses subsequently incurred by the indemnified Person in connection with the Indemnifying Party in such defense. The Indemnified Person may elect to participate through separate counsel in indemnifying Party shall control the defense settlement of any such claimall claims over which it has assumed the defense; provided, but however, that the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (a) there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person in the conduct of the defense of such claim or (b) the Indemnifying Party did not employ counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof or (c) the Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party that there may be specific defenses available to it which are different from or additional to those available to the Indemnifying Party. In each of such cases the Indemnifying indemnifying Party shall not have agree to or conclude any settlement that affects the right to control indemnified Person without the defense or settlement of such claim and the reasonable fees and expenses of counsel engaged by the Indemnified Person shall be at the expense prior written approval of the Indemnifying Party. Indemnifying Party indemnified Person, (whose said approval shall give prompt written notice to Indemnified Person of any proposed settlement of an indemnified claim. Indemnifying Party may not, without Indemnified Person's prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent (i) includes an unconditional release of Indemnified Person from all liability arising out of such claim,not be unreasonably withheld).

Conduct of Proceedings. Each Party and each other Indemnified Person shall have the right, but not the obligation, to contest, defend and litigate If any claim, action, suit or proceeding covered by any third party alleged or asserted against it arising out of any matter in respect of which it is entitled the foregoing agreements to be indemnified hereunder indemnify and the reasonable costs and expenses thereof hold harmless (including reasonable attorneys’ fees and expert witness feesa "Proceeding") shall be subject to the said indemnity; provided that the Indemnifying Party arise, Purchaser shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense upon its giving give written notice thereof to Seller promptly after Purchaser learns of the Indemnified Personexistence of such Proceeding; provided, however, that Purchaser's failure to give Seller prompt notice shall not bar Purchaser's right to indemnification unless such failure has materially prejudiced the Seller's ability to defend the Proceeding. Seller shall have the right to employ counsel reasonably acceptable to Purchaser to defend against any such Proceeding, or to compromise, settle or otherwise dispose of the same, if Seller deems it advisable to do so (in its reasonable judgment), all at the expense of Seller; provided that, Seller shall not settle, or consent to entry of any judgment in any Proceeding, without obtaining a release of Purchaser from, or agreeing to indemnify Purchaser for, all damages in respect of the claims underlying such Proceeding. The parties will fully cooperate in any such action, and such Indemnifying Party shall conduct with due diligence and in good faith the defense of make available to each other any claim against such party, whether books or not the Indemnifying Party shall be joined therein, and the Indemnified Person shall cooperate with the Indemnifying Party in such defense. The Indemnified Person may elect to participate through separate counsel in records useful for the defense of any such claim, but the fees and expenses of Proceeding. If Seller fails to acknowledge in writing its obligation to defend against or settle such counsel shall be at the expense of Proceeding within thirty (30) days after receiving notice thereof from Purchaser (or such Indemnified Person unless (a) there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person shorter time specified in the conduct notice as the circumstances of the defense of such claim or (b) the Indemnifying Party did not employ counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof or (c) the Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party that there matter may be specific defenses available to it which are different from or additional to those available to the Indemnifying Party. In each of such cases the Indemnifying Party dictate), Purchaser shall not have the right to control undertake the defense or and settlement of any such claim and Proceeding, at Seller's expense; provided that, if the reasonable fees and expenses Purchaser assumes the defense of counsel engaged by any such Proceeding, Purchaser shall not settle such Proceeding prior to final judgment thereon or forego any appeal with respect thereto without the Indemnified Person shall be at the expense prior written consent of the Indemnifying Party. Indemnifying Party shall give prompt written notice to Indemnified Person of any proposed settlement of an indemnified claim. Indemnifying Party Seller (which consent may not, without Indemnified Person's prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent (i) includes an unconditional release of Indemnified Person from all liability arising out of such claim,not be unreasonably withheld).

Conduct of Proceedings. Each Party and each other Indemnified Person shall have the right, but not the obligation, to contest, defend and litigate If any claim, action, suit claim or proceeding covered by any third the foregoing agreements to indemnify and hold harmless shall arise, the party alleged or asserted against it arising out of any matter in respect of which it is entitled to be indemnified hereunder and who seeks indemnification (the reasonable costs and expenses thereof (including reasonable attorneys’ fees and expert witness fees"Indemnified Party") shall be subject to the said indemnity; provided that the Indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense upon its giving give written notice thereof to the Indemnified Person, and such Indemnifying Party shall conduct with due diligence and in good faith other party (the defense of any claim against such party, whether or not the Indemnifying Party shall be joined therein, and "Indemnitor") promptly after the Indemnified Person Party learns of the existence of such claim or proceeding; PROVIDED, HOWEVER, that the Indemnified Party's failure to give the Indemnitor prompt notice shall cooperate with not bar the Indemnifying Party in Indemnified Party's right to indemnification unless such defensefailure has materially prejudiced the Indemnitor's ability to defend the claim or proceeding. The Indemnitor shall have the right to employ counsel reasonably acceptable to the Indemnified Person may elect Party to participate through separate counsel in the defense of defend against any such claimclaim or proceeding, but or to compromise, settle or otherwise dispose of the fees and expenses of such counsel shall be same, if the Indemnitor deems it advisable to do so, all at the expense of such Indemnified Person unless (a) there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person in Indemnitor; PROVIDED that the conduct of the defense of such claim or (b) the Indemnifying Party did not employ counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof or (c) the Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party that there may be specific defenses available to it which are different from or additional to those available to the Indemnifying Party. In each of such cases the Indemnifying Party Indemnitor shall not have the right to control the defense of any such claim or settlement proceeding unless it has acknowledged in writing its obligation to indemnify the Indemnified Party fully from all liabilities incurred as a result of such claim or proceeding and the reasonable fees then and expenses of counsel engaged by periodically thereafter provides the Indemnified Person Party with reasonably sufficient evidence of the ability of the Indemnitor to satisfy any such liabilities. The parties will fully cooperate in any such action, and shall make available to each other any books or records useful for the defense of any such claim or proceeding. If the Indemnitor fails to acknowledge in writing its obligation to defend against or settle such claim or proceeding within twenty (20) days after receiving notice thereof from the Indemnified Party (or such shorter time specified in the notice as the circumstances of the matter may dictate), the Indemnified Party shall be free to dispose of the matter, at the expense of the Indemnifying Party. Indemnifying Indemnitor, in any way in which the Indemnified Party shall give prompt written notice deems to Indemnified Person of any proposed settlement of an indemnified claim. Indemnifying Party may not, without Indemnified Person's prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent (i) includes an unconditional release of Indemnified Person from all liability arising out of such claim,be in its best interest.

Conduct of Proceedings. Each Party and each other Indemnified Person indemnitee shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against it arising out of any matter in respect of which it is entitled to be indemnified hereunder and the reasonable costs and expenses thereof (including reasonable attorneys’ fees and expert witness fees) shall be subject to the said indemnity; provided that the Indemnifying indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense upon its giving written notice thereof to the Indemnified Person. The Indemnified Person shall provide reasonable assistance to the Indemnifying Party, and at the Indemnifying Party’s expense, in connection with such Indemnifying Party shall conduct with due diligence and in good faith the defense of any claim against claim, action, suit or proceeding. Upon such partyassumption, whether or not the Indemnifying Party shall be joined therein, and reimburse the Indemnified Person for the reasonable costs and expenses previously incurred by it prior to the assumption of such defense by the Indemnifying Party. The Indemnifying Party shall cooperate with keep the Indemnified Person informed as to the status and progress of such claim, action, suit or proceeding. Except as set forth in paragraph (c) below, in the event the Indemnifying Party assumes the control of the defense, the Indemnifying Party will not be liable to the Indemnified Person under this Article for any legal fees or expenses subsequently incurred by the Indemnified Person in connection with such defense. The Indemnified Person may elect to participate through separate counsel in the defense of any such claim, but the fees and expenses of such counsel shall be at the expense of such Indemnified Person unless (a) there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person in shall control the conduct settlement of all claims over which it has assumed the defense of such claim or (b) the Indemnifying Party did not employ counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof or (c) the Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party defense; provided, however, that there may be specific defenses available to it which are different from or additional to those available to the Indemnifying Party. In each of such cases the Indemnifying Party shall not have the right agree to control the defense or conclude any settlement of such claim and the reasonable fees and expenses of counsel engaged by that affects the Indemnified Person shall be at without the expense prior written approval of the Indemnifying Party. Indemnifying Party shall give prompt written notice to Indemnified Person of any proposed settlement of an indemnified claim. Indemnifying Party may not, without Indemnified Person's prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent (i) includes an unconditional release of Indemnified Person from all liability arising out of such claim,whose said approval shall not be unreasonably withheld).

Conduct of Proceedings. Each Party and each other Indemnified Person shall have the right, but not the obligation, to contest, defend and litigate If any claim, action, suit claim or proceeding covered by any third ---------------------- the foregoing agreements to indemnify and hold harmless shall arise, the party alleged or asserted against it arising out of any matter in respect of which it is entitled to be indemnified hereunder and who seeks indemnification (the reasonable costs and expenses thereof (including reasonable attorneys’ fees and expert witness fees"Indemnified Party") shall be subject to the said indemnity; provided that the Indemnifying Party shall be entitled, at its option, to assume and control the defense of such claim, action, suit or proceeding at its expense upon its giving give written notice thereof to the Indemnified Person, and such Indemnifying Party shall conduct with due diligence and in good faith other party (the defense of any claim against such party, whether or not the Indemnifying Party shall be joined therein, and "Indemnitor") promptly after the Indemnified Person Party learns of the existence of such claim or proceeding; provided, however, that the Indemnified Party's failure to give the Indemnitor prompt notice shall cooperate with not bar the Indemnifying Party in Indemnified Party's right to indemnification unless such defensefailure has materially prejudiced the Indemnitor's ability to defend the claim or proceeding. The Indemnitor shall have the right to employ counsel reasonably acceptable to the Indemnified Person may elect Party to participate through separate counsel in the defense of defend against any such claimclaim or proceeding, but or to compromise, settle or otherwise dispose of the fees and expenses of such counsel shall be same, if the Indemnitor deems it advisable to do so, all at the expense of such Indemnified Person unless (a) there exists a material conflict of interest between the Indemnifying Party and such Indemnified Person in Indemnitor; provided that the conduct of the defense of such claim or (b) the Indemnifying Party did not employ counsel to assume the defense of such claim within a reasonable time after notice of the commencement thereof or (c) the Indemnified Person reasonably concludes and specifically notifies the Indemnifying Party that there may be specific defenses available to it which are different from or additional to those available to the Indemnifying Party. In each of such cases the Indemnifying Party Indemnitor shall not have the right to control the defense of any such claim or settlement proceeding unless it has acknowledged in writing its obligation to indemnify the Indemnified Party fully from all liabilities incurred as a result of such claim or proceeding and the reasonable fees then and expenses of counsel engaged by periodically thereafter provides the Indemnified Person Party with reasonably sufficient evidence of the ability of the Indemnitor to satisfy any such liabilities. The parties will fully cooperate in any such action, and shall make available to each other any books or records useful for the defense of any such claim or proceeding. If the Indemnitor fails to acknowledge in writing its obligation to defend against or settle such claim or proceeding within twenty (20) days after receiving notice thereof from the Indemnified Party (or such shorter time specified in the notice as the circumstances of the matter may dictate), the Indemnified Party shall be free to dispose of the matter, at the expense of the Indemnifying Party. Indemnifying Indemnitor, in any way in which the Indemnified Party shall give prompt written notice deems to Indemnified Person of any proposed settlement of an indemnified claim. Indemnifying Party may not, without Indemnified Person's prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder unless such settlement, compromise or consent (i) includes an unconditional release of Indemnified Person from all liability arising out of such claim,be in its best interest.