Common use of Defense of Third Party Actions Clause in Contracts

Defense of Third Party Actions. If either party hereto (the "Indemnified Party") receives notice or otherwise obtains knowledge of the commencement or threat of any claim, demand, dispute, action, suit, examination, audit, proceeding, investigation, inquiry or other similar matter that may give rise to an indemnification claim against the other party hereto (the "Indemnifying Party"), then the Indemnitee shall promptly deliver to the Indemnified Party a written notice describing such complaint or the commencement of such action or proceeding; provided, however, that the failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability under this Agreement with respect to such claim only if, and only to the extent that, such failure to notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such claim or the opportunity to defend or participate in the defense of said claim. The Indemnifying Party shall have the right, upon written notice delivered to the Indemnified Party within 20 days thereafter to assume the defense of such action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the fees and disbursements of such counsel. In the event, however, that the Indemnifying Party declines or fails to assume the defense of the action or proceeding or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such 20 day period, then such Indemnified Party may employ counsel, reasonably acceptable to the Indemnifying Party, to represent or defend it in any such action or proceeding and the Indemnifying Party shall pay the reasonable fees and disbursements of such counsel as incurred; provided, however, that the Indemnifying Party shall not be required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single action or proceeding. In any action or proceeding with respect to which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, shall have the right to participate in such litigation and to retain its own counsel at such party's own expense. The Indemnifying Party or the Indemnified Party, as the case may be, shall at all times use all commercially reasonable efforts to keep the Indemnifying Party or the Indemnified Party, as the case may be, reasonably apprised of the status of the defense of any action, the defense of which they are maintaining, and to cooperate in good faith with each other with respect to the defense of any such action. No Indemnified Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld. The Indemnifying Party shall not settle any claim or assertion, unless the Indemnified Party consents in writing to such settlement, which consent shall not be unreasonably withheld.

Defense of Third Party Actions. If either party Party hereto (the "Indemnified Party") receives notice or otherwise obtains knowledge of the commencement or threat of any claim, demand, dispute, action, suit, examination, audit, proceeding, investigation, inquiry or other similar matter that may give rise to an indemnification claim against the other party hereto (the "Indemnifying Party"), then the Indemnitee shall promptly deliver to the Indemnified Party a written notice describing such complaint or the commencement of such action or proceeding; provided, however, that the failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability under this Agreement with respect to such claim only if, and only to the extent that, such failure to notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such claim or the opportunity to defend or participate in the defense of said claim. The Indemnifying Party shall have the right, upon written notice delivered to the Indemnified Party within 20 days thereafter to assume the defense of such action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the fees and disbursements of such counsel. In the event, however, that the Indemnifying Party declines or fails to assume the defense of the action or proceeding or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such 20 day period, then such Indemnified Party may employ counsel, reasonably acceptable to the Indemnifying Party, to represent or defend it in any such action or proceeding and the Indemnifying Party shall pay the reasonable fees and disbursements of such counsel as incurred; provided, however, that the Indemnifying Party shall not be required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single action or proceeding. In any action or proceeding with respect to which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, shall have the right to participate in such litigation and to retain its own counsel at such party's own expense. The Indemnifying Party or the Indemnified Party, as the case may be, shall at all times use all commercially reasonable efforts to keep the Indemnifying Party or the Indemnified Party, as the case may be, reasonably apprised of the status of the defense of any action, the defense of which they are maintaining, and to cooperate in good faith with each other with respect to the defense of any such action. No Indemnified Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld. The Indemnifying Party shall not settle any claim or assertion, unless the Indemnified Party consents in writing to such settlement, which consent shall not be unreasonably withheld.

Defense of Third Party Actions. If either party hereto any lawsuit or enforcement ------------------------------ action (a "Third-Party Action") is filed against a Claimant entitled to the benefit of indemnity hereunder, written notice thereof (the "Indemnified PartyThird-Party Action Notice") receives notice or otherwise obtains knowledge shall be given by the Claimant to the Indemnifying Party as promptly as practicable (and in any event within five (5) days after the service of the commencement citation or threat of any claim, demand, dispute, action, suit, examination, audit, proceeding, investigation, inquiry summons or other similar matter manner of process), provided that may give rise in no event shall such notice be effective if given after the date that is six (6) months after the Closing Date. After such notice, if the Indemnifying Party shall acknowledge in writing to an indemnification claim against the other party hereto (Claimant that the "Indemnifying Party")Party shall be obligated under the terms of its indemnity obligation hereunder in connection with such Third- Party Action, then the Indemnitee Indemnifying Party shall promptly deliver be entitled, if it so elects, (i) to take control of the defense and investigation of such Third-Party Action, (ii) to employ and engage attorneys of its choice to handle and defend the same, at the Indemnifying Party's cost, risk and expense, and (iii) to compromise or settle such Third-Party Action, which compromise or settlement shall be made only with the written consent of the Claimant (such consent not to be unreasonably withheld, conditioned or delayed) unless such compromise or settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Claimant, in which case no such consent shall be required. If the Indemnifying Party fails to assume the defense of such Third-Party Action within fifteen (15) days after receipt of the Third-Party Action Notice, the Claimant will (upon delivering notice to such effect to the Indemnified Party a written notice describing such complaint Indemnifying Party) have the right to undertake the defense, compromise or the commencement settlement of such action or proceedingThird-Party Action; provided, however, that the failure to so notify the Indemnifying such Third-Party shall relieve the Indemnifying Party from liability under this Agreement with respect to such claim only if, and only to the extent that, such failure to notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such claim or the opportunity to defend or participate in the defense of said claim. The Indemnifying Party shall have the right, upon written notice delivered to the Indemnified Party within 20 days thereafter to assume the defense of such action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the fees and disbursements of such counsel. In the event, however, that the Indemnifying Party declines or fails to assume the defense of the action or proceeding or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such 20 day period, then such Indemnified Party may employ counsel, reasonably acceptable to the Indemnifying Party, to represent or defend it in any such action or proceeding and the Indemnifying Party shall pay the reasonable fees and disbursements of such counsel as incurred; provided, however, that the Indemnifying Party Action shall not be required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single action compromised or proceeding. In any action or proceeding with respect to which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, shall have the right to participate in such litigation and to retain its own counsel at such party's own expense. The Indemnifying Party or the Indemnified Party, as the case may be, shall at all times use all commercially reasonable efforts to keep the Indemnifying Party or the Indemnified Party, as the case may be, reasonably apprised of the status of the defense of any action, the defense of which they are maintaining, and to cooperate in good faith with each other with respect to the defense of any such action. No Indemnified Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder settled without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld. The Indemnifying Party shall not settle any claim or assertion, unless the Indemnified Party consents in writing to such settlement, which consent shall not be unreasonably withheld, conditioned or delayed. In the event the Claimant assumes the defense of the Third-Party Action, the Claimant will keep the Indemnifying Party timely informed of the progress of any such defense, compromise or settlement.

Defense of Third Party Actions. If either party hereto (the "Indemnified -------------------------------------- Party") receives notice or otherwise obtains knowledge of the commencement or threat of any claim, demand, dispute, action, suit, examination, audit, proceeding, investigation, inquiry or other similar matter that may give rise to an indemnification claim against the other party hereto (the "Indemnifying Party"), then the Indemnitee shall promptly deliver to the Indemnified Party a written notice describing such complaint or the commencement of such action or proceeding; provided, however, that the failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability under this Agreement with respect to such claim only if, and only to the extent that, such failure to notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such claim or the opportunity to defend or participate in the defense of said claim. The Indemnifying Party shall have the right, upon written notice delivered to the Indemnified Party within 20 days thereafter to assume the defense of such action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the fees and disbursements of such counsel. In the event, however, that the Indemnifying Party declines or fails to assume the defense of the action or proceeding or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such 20 day period, then such Indemnified Party may employ counsel, reasonably acceptable to the Indemnifying Party, to represent or defend it in any such action or proceeding and the Indemnifying Party shall pay the reasonable fees and disbursements of such counsel as incurred; provided, however, that the Indemnifying Party shall not be required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single action or proceeding. In any action or proceeding with respect to which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, shall have the right to participate in such litigation and to retain its own counsel at such party's own expense. The Indemnifying Party or the Indemnified Party, as the case may be, shall at all times use all commercially reasonable efforts to keep the Indemnifying Party or the Indemnified Party, as the case may be, reasonably apprised of the status of the defense of any action, the defense of which they are maintaining, and to cooperate in good faith with each other with respect to the defense of any such action. No Indemnified Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld. The Indemnifying Party shall not settle any claim or assertion, unless the Indemnified Party consents in writing to such settlement, which consent shall not be unreasonably withheld.

Defense of Third Party Actions. If either party hereto (the "Indemnified Party") Party receives notice or otherwise obtains knowledge of the commencement or threat of any claim, demand, dispute, action, suit, examination, audit, proceeding, investigation, inquiry or other similar matter that may give rise Claim instituted by a Third Party (a “Third Party Claim”) for which the Indemnified Party desires to an seek indemnification claim against from the other party hereto (the "Indemnifying Party")Party hereunder, then the Indemnitee Indemnified Party shall promptly deliver to the Indemnified Indemnifying Party a written notice describing such complaint or the commencement of such action or proceeding; providedClaim, however, that the but any failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability under this Agreement with respect to such claim Claim only if, and only to the extent that, such failure to notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such claim Claim, or the opportunity to defend or participate in the defense of said claimsuch Claim, or otherwise actually prejudices the Indemnifying Party with respect to such Claim. The Indemnifying Party shall have the right, upon written notice delivered to the Indemnified Party within 20 days thereafter [**] after receipt of any such notice of a Claim, to assume the defense and control of such action or proceedingClaim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the fees and disbursements of such counsel. In the eventevent that the Indemnifying Party assumes, howeverand continues to pursue in good faith, the defense and control of such Claim using counsel reasonably satisfactory to the Indemnified Party, then the Indemnified Party shall be entitled to participate in (but not control) the defense of such Claim, with its counsel and at its own expense. In the event that the Indemnifying Party declines or fails to assume and control, or ceases to pursue in good faith, the defense of the action or proceeding Claim or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such 20 day period, then such the Indemnified Party may employ counsel, reasonably acceptable to the Indemnifying Party, to represent or defend it the Indemnified Party in any such action or proceeding Claim, and the Indemnifying Party shall pay the reasonable fees and disbursements of such counsel as incurred, subject to the monetary limitations set forth in this Article 5; provided, however, except that the Indemnifying Party shall not be required to pay the fees and disbursements of more than one (1) counsel for all Indemnified Parties in any jurisdiction in any single action or proceeding. In any action or proceeding with respect to which indemnification is being sought hereunder, the Indemnified Party or Claim and the Indemnifying Party, whichever is not assuming the defense of such action, Party nevertheless shall have the right to participate in such litigation and to retain its own counsel at such party's own expense. The Indemnifying Party or the Indemnified Party, as the case may be, shall at all times use all commercially reasonable efforts to keep the Indemnifying Party or the Indemnified Party, as the case may be, reasonably apprised of the status of the defense of any actionThird Party Claim and, the defense at its own expense, to employ counsel of which they are maintaining, and to cooperate in good faith with each other with respect to the defense of any its own choosing for such actionpurpose. No The Indemnified Party may not settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld, conditioned or delayed. The Indemnifying Party shall not settle any claim or assertionassertion in any manner that would impose any obligation on the Indemnified Party (other than solely financial obligations against which Indemnifying Party fully indemnifies the Indemnified Party in accordance with this Article 5), unless the Indemnified Party consents in writing to such settlement, which consent shall not be unreasonably withheld, conditioned or delayed.

Defense of Third Party Actions. If either party hereto (the "Indemnified Party") receives notice or otherwise obtains knowledge of the commencement or threat of any claim, demand, dispute, action, suit, examination, audit, proceeding, investigation, inquiry or other similar matter that may give rise to an indemnification claim against the other party hereto (the "Indemnifying Party"), then the Indemnitee shall promptly deliver to the Indemnified Party a written notice describing such complaint or the commencement of such action or proceeding; provided, however, that the failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability under this Agreement with respect to such claim only if, and only to the extent that, such failure to notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such claim or the opportunity to defend or participate in the defense of said claim. The Indemnifying Party shall have the right, upon written notice delivered to the Indemnified Party within 20 days thereafter to assume the defense of such action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the fees and disbursements of such counsel. In the event, however, that the Indemnifying Party declines or fails to assume the defense of the action or proceeding or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such 20 day period, then such Indemnified Party may employ counsel, reasonably acceptable to the Indemnifying Party, to represent or defend it in any such action or proceeding and the Indemnifying Party shall pay the reasonable fees and disbursements of such counsel as incurred; provided, however, that the Indemnifying Party shall not be required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single action or proceeding. In any action or proceeding with respect to which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, shall have the right to participate in such litigation and to retain its own counsel at such party's own expense. The Indemnifying Party or the Indemnified Party, as the case may be, shall at all times use all commercially reasonable efforts to keep the Indemnifying Party or the Indemnified Party, as the case may be, reasonably apprised of the status of the defense of any action, the defense of which they are maintaining, and to cooperate in good faith with each other with respect to the defense of any such action. No Indemnified Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld. The Indemnifying Party shall not settle any claim or assertion, unless the Indemnified Party consents in writing to such settlement[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, which consent shall not be unreasonably withheldMARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED.

Defense of Third Party Actions. If either party hereto (the "Indemnified Party") receives notice or otherwise obtains knowledge of the commencement or threat of any claim, demand, dispute, action, suit, examination, audit, proceeding, investigation, inquiry or other similar matter that may give rise to an indemnification claim against the other party hereto (the "Indemnifying Party"), then the Indemnitee Indemnified Party shall promptly deliver to the Indemnified Indemnifying Party a written notice describing such complaint or the commencement of such action or proceeding; provided, however, that the failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability under this Agreement with respect to such claim only if, and only to the extent that, such failure to notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such claim or the opportunity to defend or participate in the defense of said claim. The Indemnifying Party shall have the right, upon written notice delivered to the Indemnified Party within 20 days thereafter to assume the defense of such action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the fees and disbursements of such counsel. In the event, however, that the Indemnifying Party declines or fails to assume the defense of the action or proceeding or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such 20 day period, then such Indemnified Party may employ counsel, reasonably acceptable to the Indemnifying Party, to represent or defend it in any such action or proceeding and the Indemnifying Party shall pay the reasonable fees and disbursements of such counsel as incurred; provided, however, that the Indemnifying Party shall not be required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single action or proceeding. In any action or proceeding with respect to which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, shall have the right to participate in such litigation and to retain its own counsel at such party's own expense. The Indemnifying Party or the Indemnified Party, as the case may be, shall at all times use all commercially reasonable efforts to keep the Indemnifying Party or the Indemnified Party, as the case may be, reasonably apprised of the status of the defense of any action, the defense of which they are maintaining, and to cooperate in good faith with each other with respect to the defense of any such action. No Indemnified Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld. The Indemnifying Party shall not settle any claim or assertion, unless the Indemnified Party consents in writing to such settlement, which consent shall not be unreasonably withheld.

Defense of Third Party Actions. If either party hereto any lawsuit or enforcement action (a "THIRD-PARTY ACTION") is filed against a Claimant entitled to the benefit of indemnity hereunder, written notice thereof (the "Indemnified PartyTHIRD-PARTY ACTION NOTICE") receives notice or otherwise obtains knowledge shall be given by the Claimant to the Indemnifying Party as promptly as practicable (and in any event within five (5) Business Days after the service of the commencement citation or threat summons or other manner of process), provided that no failure to give such notice shall relieve the Indemnifying Party of any claimliability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice because of such failure). After receipt of such notice, demandthe Indemnifying Party shall be entitled, disputeif it so elects, action(i) to take control of the defense and investigation of such Third Party Action, suit(ii) to employ and engage attorneys of its choice to handle and defend the same, examinationat the Indemnifying Party's cost, auditrisk and expense, proceedingand (iii) to compromise or settle such Third-Party Action, investigationwhich compromise or settlement shall be made only with the written consent of the Claimant (such consent not to be unreasonably withheld, inquiry conditioned or delayed) unless such compromise or settlement involves only the payment of money damages and does not impose the specific performance or other similar matter that may give rise obligation upon the Claimant, in which case no such consent shall be required. If the Indemnifying Party fails to an indemnification claim against assume the other party hereto defense of such Third-Party Action within fifteen (15) days after receipt of the "Third-Party Action Notice or within three (3) days prior to the expiration of any statute of limitations, the Claimant will (upon delivering notice to such effect to the Indemnifying Party")) have the right to undertake the defense, then the Indemnitee shall promptly deliver to the Indemnified Party a written notice describing such complaint compromise or the commencement settlement of such action or proceedingThird-Party Action; provided, however, that the failure to so notify the Indemnifying such Third-Party shall relieve the Indemnifying Party from liability under this Agreement with respect to such claim only if, and only to the extent that, such failure to notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such claim or the opportunity to defend or participate in the defense of said claim. The Indemnifying Party shall have the right, upon written notice delivered to the Indemnified Party within 20 days thereafter to assume the defense of such action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the fees and disbursements of such counsel. In the event, however, that the Indemnifying Party declines or fails to assume the defense of the action or proceeding or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such 20 day period, then such Indemnified Party may employ counsel, reasonably acceptable to the Indemnifying Party, to represent or defend it in any such action or proceeding and the Indemnifying Party shall pay the reasonable fees and disbursements of such counsel as incurred; provided, however, that the Indemnifying Party Action shall not be required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single action compromised or proceeding. In any action or proceeding with respect to which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, shall have the right to participate in such litigation and to retain its own counsel at such party's own expense. The Indemnifying Party or the Indemnified Party, as the case may be, shall at all times use all commercially reasonable efforts to keep the Indemnifying Party or the Indemnified Party, as the case may be, reasonably apprised of the status of the defense of any action, the defense of which they are maintaining, and to cooperate in good faith with each other with respect to the defense of any such action. No Indemnified Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder settled without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld. The Indemnifying Party shall not settle any claim or assertion, unless the Indemnified Party consents in writing to such settlement, which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnifying Party shall keep the Claimant informed at all times of the status of the Third Party Action, and the Claimant may, at its own election and expense, participate in the defense of any such Third Party Action. In the event the Claimant assumes the defense of the Third-Party Action, the Claimant will keep the Indemnifying Party timely informed of the progress of any such defense, compromise or settlement.

Defense of Third Party Actions. If either party hereto any lawsuit or enforcement ------------------------------ action (a "Third Party Action") is filed against a Claimant entitled to the benefit of indemnity hereunder, written notice thereof (the "Indemnified PartyThird-Party Action Notice") receives notice or otherwise obtains knowledge shall be given by Claimant to the Indemnifying Party as promptly as practicable (and in any event within fifteen (15) calendar days after the service of the commencement citation or threat summons or other manner of process). The failure of any claimClaimant to give notice timely hereunder shall not affect rights to indemnification hereunder, demandexcept to the extent that the Indemnifying Party demonstrates actual damage caused by such failure. After such notice, disputethe Indemnifying Party shall be entitled, actionif it so elects, suit(i) to take control of the defense and investigation of such Third-Party Action, examination(ii) to employ and engage attorneys reasonably satisfactory to the Claimant to handle and defend the same, audit, proceeding, investigation, inquiry or other similar matter that may give rise to an indemnification claim against at the other party hereto (the "Indemnifying Party")'s cost, then risk and expense, and (iii) to compromise or settle such Third-Party Action, which compromise or settlement shall be made only with the Indemnitee shall promptly deliver written consent of the Claimant, such consent not to be unreasonably withheld, conditioned or delayed. If the Indemnifying Party fails to assume the defense of such Third-Party Action at its cost within fifteen (15) calendar days after receipt of the Third-Party Action Notice, the Claimant will (upon delivering notice to such effect to the Indemnified Party a written notice describing such complaint Indemnifying Party) have the right to undertake, at the Indemnifying Party's cost and expense, the defense, compromise or the commencement settlement of such action or proceedingThird-Party Action on behalf of and for the account and risk of the Indemnifying Party; provided, however, that the failure to so notify the Indemnifying such Third-Party shall relieve the Indemnifying Party from liability under this Agreement with respect to such claim only if, and only to the extent that, such failure to notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such claim or the opportunity to defend or participate in the defense of said claim. The Indemnifying Party shall have the right, upon written notice delivered to the Indemnified Party within 20 days thereafter to assume the defense of such action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the fees and disbursements of such counsel. In the event, however, that the Indemnifying Party declines or fails to assume the defense of the action or proceeding or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such 20 day period, then such Indemnified Party may employ counsel, reasonably acceptable to the Indemnifying Party, to represent or defend it in any such action or proceeding and the Indemnifying Party shall pay the reasonable fees and disbursements of such counsel as incurred; provided, however, that the Indemnifying Party Action -------- ------- shall not be required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single action compromised or proceeding. In any action or proceeding with respect to which indemnification is being sought hereundersettled, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, nor shall have the right to participate in such litigation and to retain its own counsel at such party's own expense. The Indemnifying Party or the Indemnified Party, as the case may be, shall at all times use all commercially reasonable efforts to keep the Indemnifying Party or the Indemnified Party, as the case may be, reasonably apprised of the status of the defense of any action, the defense of which they are maintaining, and to cooperate in good faith with each other with respect to the defense of any such action. No Indemnified Party may settle or compromise any claim or consent to the an entry of any judgment with respect to which indemnification is being sought hereunder be agreed to, without (i) the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld. The Indemnifying Party shall not settle any claim or assertion, unless the Indemnified Party consents in writing to such settlement, which consent shall not be unreasonably withheld, conditioned or delayed and (ii) an unconditional release of the Claimant and the Indemnifying Party. In the event the Claimant assumes the defense of the Third-Party Action, the Claimant will keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. The Indemnifying Party shall be liable for any settlement of any Third-Party Action effected pursuant to and in accordance with this Section 11 and for any final judgment (subject to any right of ---------- appeal), and the Indemnifying Party agrees to indemnify and hold harmless Claimant from and against any Losses by reason of such settlement or judgment.

Defense of Third Party Actions. If either party hereto (the "Indemnified Party") a Party receives notice or otherwise obtains knowledge of the commencement or threat of any claim, demand, dispute, action, suit, examination, audit, proceeding, investigation, inquiry or other similar matter that may give rise to an indemnification claim (collectively, a “Claim”) against the other party hereto (the "Indemnifying Party"), then the Indemnitee such Party shall promptly deliver to the Indemnified such other Party a written notice describing such complaint or the commencement of such action or proceedingClaim; provided, however, that the failure to so notify the Indemnifying such other Party shall relieve the Indemnifying such Party from liability under this Agreement with respect to such claim Claim only if, and only to the extent that, such failure to notify the Indemnifying such other Party results in the forfeiture by the Indemnifying such other Party of rights and defenses otherwise available to the Indemnifying such other Party with respect to such claim Claim or the opportunity to defend or participate in the defense of said claimClaim. The Indemnifying Such other Party shall have the right, upon written notice delivered to the Indemnified notifying Party within 20 twenty (20) days thereafter to assume the defense of such action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified notifying Party and the payment of the fees and disbursements of such counsel. In the event, however, that the Indemnifying such other Party declines or fails to assume the defense of the action or proceeding or to employ counsel reasonably satisfactory to the Indemnified notifying Party, in either case within such 20 twenty (20) day period, then such Indemnified the notifying Party may employ counsel, reasonably acceptable to the Indemnifying such other Party, to represent or defend it in any such action or proceeding proceeding, and the Indemnifying such other Party shall pay the reasonable fees and disbursements of such counsel as incurred; provided, however, that the Indemnifying such other Party shall not be required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single action or proceeding. In any action or proceeding with respect to which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, shall have the right to participate in such litigation and to retain its own counsel at such party's own expense. The Indemnifying Party or the Indemnified Party, as the case may be, shall at all times use all commercially reasonable efforts to keep the Indemnifying Party or the Indemnified Party, as the case may be, reasonably apprised of the status of the defense of any action, the defense of which they are maintaining, and to cooperate in good faith with each other with respect to the defense of any such action. No Indemnified indemnified Party may not settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying indemnifying Party, which shall not be unreasonably withheldwithheld or delayed. The Indemnifying indemnifying Party shall not settle any claim or assertionassertion in any manner that would impose any obligation on the indemnified Party (other than solely financial obligations against which indemnifying Party fully indemnifies the indemnified Party in accordance with this Section 6), unless the Indemnified indemnified Party consents in writing to such settlement, which consent shall not be unreasonably withheldwithheld or delayed.

Defense of Third Party Actions. If either party hereto any lawsuit or enforcement action (a "Third Party Action") is filed against a Claimant entitled to the benefit of indemnity hereunder, written notice thereof (the "Indemnified PartyThird-Party Action Notice") receives notice or otherwise obtains knowledge shall be given by the Claimant to the Indemnifying Party as promptly as practicable (and in any event within five business days after the service of the commencement citation or threat of any claim, demand, dispute, action, suit, examination, audit, proceeding, investigation, inquiry summons or other similar matter manner of process), provided, that may give rise the failure to an provide such timely notice shall not relieve the Indemnifying Party of its indemnification claim against obligations hereunder unless it has been unduly prejudiced thereby and provided further that, except to the other party hereto (extent permitted by Section 10, in no event shall such notice be effective if given after the "date that is 18 months after the Closing Date. After such notice, if the Indemnifying Party")Party shall acknowledge in writing to the Claimant that the Indemnifying Party shall be obligated under the terms of its indemnity hereunder in connection with such Third-Party Action, then the Indemnitee Indemnifying Party shall promptly deliver be entitled, if it so elects, (i) to take control of the defense and investigation of such Third-Party Action, (ii) to employ and engage attorneys of its choice reasonably satisfactory to the Indemnified Claimant to handle and defend the same, at the Indemnifying Party's cost, risk and expense, and (iii) to compromise or settle such Third-Party a Action, which compromise or settlement shall be made only with the written notice describing consent of the Claimant (such complaint consent not to be unreasonably withheld, conditioned or delayed) unless such compromise or settlement involves only the commencement payment of money damages and does not impose an injunction or other equitable relief upon the Claimant. If the Indemnifying Party fails to assume the defense of such action Third-Party Action within 15 days after receipt of the Third-Party Action Notice, the Claimant will (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise or proceedingsettlement of such Third-Party Action; provided, however, that the failure to so notify the Indemnifying such Third-Party shall relieve the Indemnifying Party from liability under this Agreement with respect to such claim only if, and only to the extent that, such failure to notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such claim or the opportunity to defend or participate in the defense of said claim. The Indemnifying Party shall have the right, upon written notice delivered to the Indemnified Party within 20 days thereafter to assume the defense of such action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the fees and disbursements of such counsel. In the event, however, that the Indemnifying Party declines or fails to assume the defense of the action or proceeding or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such 20 day period, then such Indemnified Party may employ counsel, reasonably acceptable to the Indemnifying Party, to represent or defend it in any such action or proceeding and the Indemnifying Party shall pay the reasonable fees and disbursements of such counsel as incurred; provided, however, that the Indemnifying Party Action shall not be required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single action compromised or proceeding. In any action or proceeding with respect to which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, shall have the right to participate in such litigation and to retain its own counsel at such party's own expense. The Indemnifying Party or the Indemnified Party, as the case may be, shall at all times use all commercially reasonable efforts to keep the Indemnifying Party or the Indemnified Party, as the case may be, reasonably apprised of the status of the defense of any action, the defense of which they are maintaining, and to cooperate in good faith with each other with respect to the defense of any such action. No Indemnified Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder settled without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld. The Indemnifying Party shall not settle any claim or assertion, unless the Indemnified Party consents in writing to such settlement, which consent shall not be unreasonably withheld, conditioned or delayed. In the event the Claimant assumes the defense of the Third-Party Action, the Claimant will keep the Indemnifying Party timely informed of the progress of any such defense, compromise or settlement.

Defense of Third Party Actions. If either party hereto any lawsuit or enforcement action ------------------------------ (a "Third Party Action") is filed against a Claimant entitled to the benefit of indemnity hereunder, written notice thereof (the "Indemnified PartyThird-Party Action Notice") receives notice or otherwise obtains knowledge shall be given by Claimant to the Indemnifying Party as promptly as practicable (and in any event within fifteen (15) calendar days after the service of the commencement citation or threat summons or other manner of process). The failure of any claimClaimant to give notice timely hereunder shall not affect rights to indemnification hereunder, demandexcept to the extent that the Indemnifying Party demonstrates actual damage caused by such failure. After such notice, dispute, action, suit, examination, audit, proceeding, investigation, inquiry or other similar matter if the Indemnifying Party shall acknowledge in writing to the Claimant that may give rise to an indemnification claim against the other party hereto (Indemnifying Party shall be obligated under the "Indemnifying Party")terms of its indemnity hereunder in connection with such Third-Party Action, then the Indemnitee Indemnifying Party shall promptly deliver be entitled, if it so elects, (i) to take control of the defense and investigation of such Third-Party Action, (ii) to employ and engage attorneys reasonably satisfactory to the Indemnified Claimant to handle and defend the same, at the Indemnifying Party's cost, risk and expense, and (iii) to compromise or settle such Third-Party a Action, which compromise or settlement shall be made only with the written notice describing consent of the Claimant, such complaint or consent not to be unreasonably withheld. If the commencement Indemnifying Party fails to assume the defense of such action Third-Party Action within fifteen (15) calendar days after receipt of the Third-Party Action Notice, the Claimant will (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake, at the Indemnifying Party's cost and expense, the defense, compromise or proceedingsettlement of such Third-Party Action on behalf of and for the account and risk of the Indemnifying Party; provided, however, that the failure to so notify the Indemnifying such Third- -------- ------- Party shall relieve the Indemnifying Party from liability under this Agreement with respect to such claim only if, and only to the extent that, such failure to notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such claim or the opportunity to defend or participate in the defense of said claim. The Indemnifying Party shall have the right, upon written notice delivered to the Indemnified Party within 20 days thereafter to assume the defense of such action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the fees and disbursements of such counsel. In the event, however, that the Indemnifying Party declines or fails to assume the defense of the action or proceeding or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such 20 day period, then such Indemnified Party may employ counsel, reasonably acceptable to the Indemnifying Party, to represent or defend it in any such action or proceeding and the Indemnifying Party shall pay the reasonable fees and disbursements of such counsel as incurred; provided, however, that the Indemnifying Party Action shall not be required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single action compromised or proceeding. In any action or proceeding with respect to which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, shall have the right to participate in such litigation and to retain its own counsel at such party's own expense. The Indemnifying Party or the Indemnified Party, as the case may be, shall at all times use all commercially reasonable efforts to keep the Indemnifying Party or the Indemnified Party, as the case may be, reasonably apprised of the status of the defense of any action, the defense of which they are maintaining, and to cooperate in good faith with each other with respect to the defense of any such action. No Indemnified Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder settled without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld. The Indemnifying Party shall not settle any claim or assertion, unless the Indemnified Party consents in writing to such settlement, which consent shall not be unreasonably withheld, conditioned or delayed. In the event the Claimant assumes the defense of the Third-Party Action, the Claimant will keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. The Indemnifying Party shall be liable for any settlement of any Third-Party Action effected pursuant to and in accordance with this Section 3 and for any final --------- judgment (subject to any right of appeal), and the Indemnifying Party agrees to indemnify and hold harmless Claimant from and against any Losses by reason of such settlement or judgment.

Defense of Third Party Actions. If either party hereto (the "Indemnified Party") receives notice or otherwise obtains knowledge of the commencement or threat of any claim, demand, dispute, action, suit, examination, audit, proceeding, investigation, inquiry or other similar matter that may give rise to an indemnification claim against the other party hereto (the "Indemnifying Party"), then the Indemnitee Indemnified Party shall promptly deliver to the Indemnified Indemnifying Party a written notice describing such complaint or the commencement of such action or proceeding; provided, however, that the failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability under this Agreement with respect to such claim only if, and only to the extent that, such failure to notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such claim or the opportunity to defend or participate in the defense of said claim. The Indemnifying Party shall have the right, upon written notice delivered to the Indemnified Party within 20 days thereafter after receipt of the notice to assume the defense of such action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the fees and disbursements of such counsel. In the event, however, that the Indemnifying Party declines or fails to assume the defense of the action or proceeding or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such 20 day period, then such Indemnified Party may employ counsel, reasonably acceptable to the Indemnifying Party, to represent or defend it in any such action or proceeding and the Indemnifying Party shall pay the reasonable fees and disbursements of such counsel as incurred; provided, however, that the Indemnifying Party shall not be required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single action or proceeding. In any action or proceeding with respect to which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, shall have the right to participate in such litigation and to retain its own counsel at such party's own expense. The Indemnifying Party or the Indemnified Party, as the case may be, shall at all times use all commercially reasonable efforts to keep the Indemnifying Party or the Indemnified Party, as the case may be, reasonably apprised of the status of the defense of any action, the defense of which they are maintaining, and to cooperate in good faith with each other with respect to the defense of any such action. No Indemnified Party may settle or compromise any claim claim, or consent to the entry of any judgment with respect to which indemnification is being sought hereunder hereunder, without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld. The Indemnifying Party shall not settle any claim or assertion, unless the Indemnified Party consents in writing to such settlement, which consent shall not be unreasonably withheld.

Defense of Third Party Actions. If either (a) The indemnified party hereto seeking indemnification under this Agreement (the "Indemnified Party") receives notice or otherwise obtains knowledge shall promptly notify the indemnifying party (the ----------------- "Indemnifying Party") of the commencement or threat assertion of any claim, demand, dispute, action, suit, examination, audit, proceeding, investigation, inquiry or other similar matter that may give rise to an indemnification claim against the other party hereto (the "Indemnifying Party"), then the Indemnitee shall promptly deliver to the Indemnified Party a written notice describing such complaint or the commencement of such action any ------------------- Action or proceeding; providedProceeding by any Third Party, however, that the failure to so notify in respect of which indemnity may be sought hereunder and shall give the Indemnifying Party such information with respect thereto as the Indemnifying Party may reasonably request, but failure to give such notice shall not relieve the Indemnifying Party from of any liability under this Agreement with respect to such claim only if, and only hereunder (except to the extent that, such failure to notify that the Indemnifying Party results in the forfeiture has suffered actual prejudice by the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such claim or the opportunity to defend or participate in the defense of said claimfailure). The Indemnifying Party shall have the right, upon but not the obligation, exercisable by written notice delivered to (which notice shall contain the unconditional undertaking by the Indemnifying Party to bear all Liabilities, obligations and Losses with respect to such Third Party Claim, as defined below) the Indemnified Party within 20 thirty (30) days thereafter of receipt of notice from the Indemnified Party of the commencement of or assertion of any claim, Action or Proceeding by a Third Party in respect of which indemnity may be sought hereunder (a "Third-Party Claim") to ----------------- assume the defense of at its sole expense such action Third-Party Claim that (i) involves (and continues to involve) solely money damages or proceeding, including the employment of counsel reasonably satisfactory (ii) involves (and continues to involve) claims for both money damages and equitable relief against the Indemnified Party that cannot be severed, where the claims for money damages are the primary claims asserted by the Third Party and the payment claims for equitable relief are incidental to the claims for money damages, and where the Indemnified Party reasonably determines (and continues to reasonably determine) that defense of the fees and disbursements of such counsel. In the event, however, that claim by the Indemnifying Party declines or fails to assume the defense of the action or proceeding or to employ counsel reasonably satisfactory to will not have a material adverse effect on the Indemnified Party, in either case within such 20 day period, then such Indemnified Party may employ counsel, reasonably acceptable to the Indemnifying Party, to represent or defend it in any such action or proceeding and . If the Indemnifying Party shall pay the reasonable fees and disbursements of such counsel as incurred; provided, however, that the Indemnifying Party shall does not be required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single action or proceeding. In any action or proceeding with respect to which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, shall have the right to participate in such litigation and to retain its own counsel at such party's own expense. The Indemnifying Party or the Indemnified Party, as the case may be, shall at all times use all commercially reasonable efforts to keep the Indemnifying Party or the Indemnified Party, as the case may be, reasonably apprised of the status of the defense of any action, the defense of which they are maintaining, and to cooperate in good faith with each other with respect to assume the defense of any such action. No Third-Party Claim, the Indemnifying Party shall, in addition to any other amounts due under this Article 11, indemnify the Indemnified Party may settle or compromise any claim or consent to for all ---------- actual expenses of the entry defense of any judgment such Third-Party Claim (including court costs, reasonable fees of attorneys, accountants and other experts and other reasonable expenses of litigation), including with respect to which indemnification is being sought hereunder without any Third Party Claim which, if the prior written consent of the Indemnifying Partyfacts alleged therein were proven to be true, which shall not be unreasonably withheld. The Indemnifying Party shall not settle any claim or assertion, unless the Indemnified Party consents in writing to such settlement, which consent shall not be unreasonably withheldwould otherwise constitute an indemnifiable claim.

Defense of Third Party Actions. If either party hereto any lawsuit or enforcement action (a "Third Party Action") is filed against a Claimant entitled to the benefit of indemnity hereunder, written notice thereof (the "Indemnified PartyThird-Party Action Notice") receives notice or otherwise obtains knowledge shall be given by the Claimant to the Indemnifying Party as promptly as practicable (and in any event within five (5) days after the service of the commencement citation or threat of any claim, demand, dispute, action, suit, examination, audit, proceeding, investigation, inquiry summons or other similar matter manner of process); provided that may give rise in no event shall such notice be effective if given after expiration of the applicable survival period in Section 6.06. After such notice, the Indemnifying Party shall be entitled, if it so elects, (i) to an indemnification claim against take control of the other party hereto defense and investigation of such Third-Party Action, (ii) to employ and engage attorneys of its choice to handle and defend the "same, at the Indemnifying Party")'s cost, then risk and expense, and (iii) to compromise or settle such Third-Party Action, which compromise or settlement shall be made only with the Indemnitee shall promptly deliver written consent of the Claimant (such consent not to be unreasonably withheld, conditioned or delayed) unless such compromise or settlement involves only the payment of money damages and does not impose an injunction or other equitable relief upon the Claimant. If the Indemnifying Party fails to assume the defense of such Third-Party Action within fifteen (15) days after receipt of the Third-Party Action Notice, the Claimant will (upon delivering notice to such effect to the Indemnified Party a written notice describing such complaint Indemnifying Party) have the right to undertake the defense, compromise or the commencement settlement of such action or proceedingThird-Party Action; provided, however, that the failure to so notify the Indemnifying such Third-Party shall relieve the Indemnifying Party from liability under this Agreement with respect to such claim only if, and only to the extent that, such failure to notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such claim or the opportunity to defend or participate in the defense of said claim. The Indemnifying Party shall have the right, upon written notice delivered to the Indemnified Party within 20 days thereafter to assume the defense of such action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the fees and disbursements of such counsel. In the event, however, that the Indemnifying Party declines or fails to assume the defense of the action or proceeding or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such 20 day period, then such Indemnified Party may employ counsel, reasonably acceptable to the Indemnifying Party, to represent or defend it in any such action or proceeding and the Indemnifying Party shall pay the reasonable fees and disbursements of such counsel as incurred; provided, however, that the Indemnifying Party Action shall not be required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single action compromised or proceeding. In any action or proceeding with respect to which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, shall have the right to participate in such litigation and to retain its own counsel at such party's own expense. The Indemnifying Party or the Indemnified Party, as the case may be, shall at all times use all commercially reasonable efforts to keep the Indemnifying Party or the Indemnified Party, as the case may be, reasonably apprised of the status of the defense of any action, the defense of which they are maintaining, and to cooperate in good faith with each other with respect to the defense of any such action. No Indemnified Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder settled without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld. The Indemnifying Party shall not settle any claim or assertion, unless the Indemnified Party consents in writing to such settlement, which consent shall not be unreasonably withheld, conditioned or delayed. In the event the Claimant assumes the defense of the Third-Party Action, the Claimant will keep the Indemnifying Party timely informed of the progress of any such defense, compromise or settlement.

Defense of Third Party Actions. If either party hereto (The Seller shall assume the "Indemnified Party") defense of the KIH Matter with its own counsel. In addition, if any Indemnitee receives notice or otherwise obtains knowledge of any Matter or any threatened Matter other than the commencement or threat of any claim, demand, dispute, action, suit, examination, audit, proceeding, investigation, inquiry or other similar matter KIH Matter that may give rise and to an indemnification claim against the Indemnitee, then the Indemnitee shall promptly deliver to the other party hereto (the "Indemnifying Party"), then the Indemnitee shall promptly deliver to the Indemnified Party ) a written claim notice describing such complaint or the commencement of such action or proceedingMatter in reasonable detail; provided, however, that for the failure sole purpose of determining whether a Matter or threatened Matter may give rise to so notify an indemnification claim against Seller within the meaning of this sentence, the limitation set forth in Section 7.5 shall not be taken into account. The timely delivery of such written notice by the Indemnitee to the Indemnifying Party shall relieve be a condition precedent to any liability on the part of the Indemnifying Party from liability under this Agreement Section 7 with respect to such claim only if, and only to Matter other than the extent that, such failure to notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such claim or the opportunity to defend or participate in the defense of said claimKIH Matter. The Indemnifying Party shall have party has the right, upon written notice delivered to the Indemnified Party within 20 days thereafter at its option, to assume the defense of any such action or proceeding, including Matter other than the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the fees and disbursements of such KIH Matter with its own counsel. In If the event, however, that the Indemnifying lndemnif~dng Party declines or fails elects to assume the defense of any such Matter including the action or proceeding or to employ counsel reasonably satisfactory KIH Matter, then: (a)notwithstanding anything to the Indemnified Partycontrary contained in this Agreement, in either case within such 20 day period, then such Indemnified Party may employ counsel, reasonably acceptable to the Indemnifying Party, to represent or defend it in any such action or proceeding and the Indemnifying Party shall pay the reasonable fees and disbursements of such counsel as incurred; provided, however, that the Indemnifying Party shall not be required to pay or otherwise indemnify the Indemnitee against any attorneys' fees and disbursements or other expenses incurred on behalf of more than one counsel for all Indemnified Parties the Indemnitee in any jurisdiction in any single action or proceeding. In any action or proceeding connection with respect to which indemnification is being sought hereunder, the Indemnified Party or such Matter following the Indemnifying Party, whichever is not assuming Parties election to assume the defense of such actionMatter; (b) the Indemnitee shall make available to the Indemnifying Party all books, records and other documents and materials that are under the direct or indirect control of the Indemnitee or any of the Indemnitee's Representatives and that the Indemnitdng Party considers necessary or desirable for the defense of such Matter; (c) the Indemnitee shall execute such documents and take such other actions as the Indemnifying Party may reasonably request for the purpose of facilitating the defense of, or any settlement, compromise or adjustment relating to, such Matter; (d) the Indemnitee shall otherwise fully cooperate as reasonably requested by the Indemnifying Party in the defense of such Matter; (e) the Indemnitee shall have the right to participate in the defense of such litigation and to retain Matter at its own counsel at such party's own expense. The Indemnifying Party or the Indemnified Party, as except in the case may be, of the KIH Matter where the legal fees of the Purchaser shall at all times use all commercially reasonable efforts be deemed to keep be Damages; (f) the Indemnitee shall not admit any liability with respect to such Matter; (g) the Indemnifying Party shall have the exclusive right to settle, adjust or compromise such Matter, on such terms as it may deem appropriate, without the Indemnified Party, as the case may be, reasonably apprised consent or approval of the status of Indemnitee or any other Person. If the Indemnifying Party elects not to assume the defense of such Matter, then the Indemnitee shall proceed diligently to defend such Matter with the assistance of counsel satisfactory to the Indemnifying Party; provided, however, that the Indemnitee shall not settle, adjust or compromise such Matter, or admit any action, the defense of which they are maintaining, and to cooperate in good faith with each other liability with respect to the defense of any such action. No Indemnified Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder Matter, without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld. The Indemnifying Party shall not settle any claim or assertion, unless the Indemnified Party consents in writing to such settlement, which consent shall not be unreasonably withheld.7.7

Defense of Third Party Actions. (a) If either party hereto a Buyer Indemnitee, on the one hand, or a Seller Indemnitee, on the other hand (the "Indemnified PartyIndemnitee") ), receives notice or otherwise obtains knowledge of the commencement any matter or threat of any claim, demand, dispute, action, suit, examination, audit, proceeding, investigation, inquiry or other similar threatened matter that may give rise to an indemnification claim against the other party hereto (the "Indemnifying Party"), then the Indemnitee shall promptly deliver to the Indemnified Indemnifying Party a written notice (an "Indemnification Notice") describing such complaint or the commencement matter in reasonable detail. The timely delivery of such action or proceeding; provided, however, that written notice by the failure Indemnitee to so notify the Indemnifying Party shall relieve not be a condition precedent to any liability on the part of the Indemnifying Party from liability under this Agreement Article 11 with respect to such claim only ifmatter, and only except to the extent that, such failure to notify that the Indemnifying Party results in the forfeiture has suffered actual prejudice by such failure. Upon delivery of an Indemnification Notice, the Indemnifying Party shall promptly undertake the defense of rights and defenses otherwise available such matter using a firm reasonably acceptable to the Indemnifying Party with respect Indemnitee. The Indemnitee shall have the right to such claim employ separate counsel in any of the foregoing actions, claims or the opportunity proceedings and to defend or participate in the defense thereof and the fees and expenses of said claim. The such counsel shall be at the expense of the Indemnitee unless both Indemnitee and Indemnifying Party are named as parties and Indemnitee's counsel shall in good faith determine that representation by the same counsel is inappropriate. In the event that the Indemnifying Party shall, within ten days after receiving an Indemnification Notice fails to assume the defense thereof, Indemnitee shall have the rightright to undertake the defense, upon written notice delivered compromise or settlement of such action, claim or proceeding for the account of the Indemnifying Party subject to the Indemnified right of the Indemnifying Party within 20 days thereafter to assume the defense of such action or proceeding, including the employment of Loss with counsel reasonably satisfactory to the Indemnified Party and the payment of the fees and disbursements of such counsel. In the event, however, that the Indemnifying Party declines or fails to assume the defense of the action or proceeding or to employ counsel reasonably satisfactory Person at any time prior to the Indemnified Partysettlement, compromise or final determination thereof. Anything in either case within such 20 day period, then such Indemnified Party may employ counsel, reasonably acceptable this Section 11 to the Indemnifying Partycontrary notwithstanding, to represent or defend it in any such action or proceeding and the Indemnifying Party shall pay the reasonable fees and disbursements of such counsel as incurred; providednot, howeverwithout Indemnitee's prior written consent, that the Indemnifying Party shall not be required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single action or proceeding. In any action or proceeding with respect to which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, shall have the right to participate in such litigation and to retain its own counsel at such party's own expense. The Indemnifying Party or the Indemnified Party, as the case may be, shall at all times use all commercially reasonable efforts to keep the Indemnifying Party or the Indemnified Party, as the case may be, reasonably apprised of the status of the defense of any action, the defense of which they are maintaining, and to cooperate in good faith with each other with respect to the defense of any such action. No Indemnified Party may settle or compromise any action or claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of any Loss for anything other than money damages paid by the Indemnifying Party, which shall not be unreasonably withheld. The Indemnifying Party shall not may, without the Indemnitee's prior written consent, settle or compromise any such action, claim or assertion, unless proceeding or consent to entry of any judgment with respect to any such Loss that requires solely the Indemnified payment of money damages by the Indemnifying Party consents and that includes as an unconditional term thereof the release by the claimant or the plaintiff of Indemnitee from all liability in writing to respect of such settlement, which consent shall not be unreasonably withheldLoss.

Defense of Third Party Actions. If either party hereto any lawsuit or enforcement action (a "Third-Party Action") is filed against a Claimant entitled to the benefit of indemnity hereunder, written notice thereof (the "Indemnified PartyThird-Party Action Notice") receives notice or otherwise obtains knowledge shall be given by the Claimant to the Indemnifying Party as promptly as practicable (and in any event within five (5) Business Days after the service of the commencement citation or threat summons or other manner of process), provided that no failure to give such notice shall relieve the Indemnifying Party of any claimliability hereunder (except to the extent the Indemnifying Party has suffered actual prejudice because of such failure). After receipt of such notice, demandthe Indemnifying Party shall be entitled, disputeif it so elects, action(i) to take control of the defense and investigation of such Third Party Action, suit(ii) to employ and engage attorneys of its choice to handle and defend the same, examinationat the Indemnifying Party's cost, auditrisk and expense, proceedingand (iii) to compromise or settle such Third-Party Action, investigationwhich compromise or settlement shall be made only with the written consent of the Claimant (such consent not to be unreasonably withheld, inquiry conditioned or delayed) unless such compromise or settlement involves only the payment of money damages and does not impose the specific performance or other similar matter that may give rise obligation upon the Claimant, in which case no such consent shall be required. If the Indemnifying Party fails to an indemnification claim against assume the other party hereto defense of such Third-Party Action within the earlier of fifteen (15) days after receipt of the "Third-Party Action Notice or ten (10) days prior to the expiration of any statute of limitations, the Claimant will (upon delivering notice to such effect to the Indemnifying Party")) have the right to undertake the defense, then the Indemnitee shall promptly deliver to the Indemnified Party a written notice describing such complaint compromise or the commencement settlement of such action or proceedingThird-Party Action; provided, however, that the failure to so notify the Indemnifying such Third-Party shall relieve the Indemnifying Party from liability under this Agreement with respect to such claim only if, and only to the extent that, such failure to notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such claim or the opportunity to defend or participate in the defense of said claim. The Indemnifying Party shall have the right, upon written notice delivered to the Indemnified Party within 20 days thereafter to assume the defense of such action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the fees and disbursements of such counsel. In the event, however, that the Indemnifying Party declines or fails to assume the defense of the action or proceeding or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such 20 day period, then such Indemnified Party may employ counsel, reasonably acceptable to the Indemnifying Party, to represent or defend it in any such action or proceeding and the Indemnifying Party shall pay the reasonable fees and disbursements of such counsel as incurred; provided, however, that the Indemnifying Party Action shall not be required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single action compromised or proceeding. In any action or proceeding with respect to which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, shall have the right to participate in such litigation and to retain its own counsel at such party's own expense. The Indemnifying Party or the Indemnified Party, as the case may be, shall at all times use all commercially reasonable efforts to keep the Indemnifying Party or the Indemnified Party, as the case may be, reasonably apprised of the status of the defense of any action, the defense of which they are maintaining, and to cooperate in good faith with each other with respect to the defense of any such action. No Indemnified Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder settled without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld. The Indemnifying Party shall not settle any claim or assertion, unless the Indemnified Party consents in writing to such settlement, which consent shall not be unreasonably withheld, conditioned or delayed. The Indemnifying Party shall keep the Claimant informed at all times of the status of the Third Party Action, and the Claimant may, at its own election and expense, participate in the defense of any such Third Party Action. In the event the Claimant assumes the defense of the Third-Party Action, the Claimant will keep the Indemnifying Party timely informed of the progress of any such defense, compromise or settlement.

Defense of Third Party Actions. If either party hereto (the "Indemnified Party"a) receives Promptly after receipt of notice or otherwise obtains knowledge of the commencement or threat of any claimThird Party Action, demand, dispute, action, suit, examination, audit, proceeding, investigation, inquiry any person who believes he or other similar matter that it may be an Indemnified Person shall give rise to an indemnification claim against the other party hereto (the "Indemnifying Party"), then the Indemnitee shall promptly deliver notice to the Indemnified Party a written notice describing such complaint or the commencement potential Indemnifying Person of such action or proceeding; provided, however, that the failure action. The omission to so notify give such notice to the Indemnifying Party shall Person will not relieve the Indemnifying Party from Person of any liability hereunder unless it was prejudiced thereby, nor will it relieve it of any liability which it may have other than under this Agreement with respect to such claim only ifArticle 12. (b) Upon receipt of a notice of a Third Party Action, and only to the extent that, such failure to notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such claim or the opportunity to defend or participate in the defense of said claim. The Indemnifying Party Person shall have the right, upon written notice delivered at its option and at its own expense, to the Indemnified Party within 20 days thereafter to assume participate in and be present at the defense of such action Third Party Action, but not to control the defense, negotiation or proceedingsettlement thereof, including which control shall remain with the employment Indemnified Person, unless the Indemnifying Person makes the election provided in paragraph (c) below. (c) By written notice within forty five (45) days after receipt of a notice of a Third Party Action, an Indemnifying Person may elect to assume control of the defense, negotiation and settlement thereof, with counsel reasonably satisfactory to the Indemnified Party and the payment of the fees and disbursements of such counsel. In the event, however, that the Indemnifying Party declines or fails to assume the defense of the action or proceeding or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such 20 day period, then such Indemnified Party may employ counsel, reasonably acceptable to the Indemnifying Party, to represent or defend it in any such action or proceeding and the Indemnifying Party shall pay the reasonable fees and disbursements of such counsel as incurredPerson; provided, however, that the Indemnifying Person agrees (i) to promptly indemnify the Indemnified Person for its expenses to date, and (ii) to hold the Indemnified Person harmless from and against any and all Losses caused by or arising out of any settlement of the Third Party Action approved by the Indemnifying Person or any judgment in connection with that Third Party Action. The Indemnifying Persons shall not be required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single action or proceeding. In any action or proceeding with respect to which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such actionthe Third Party Action enter into any settlement which does not include as a term thereof the giving by the third party claimant of an unconditional release of the Indemnified Person, or consent to entry of any judgment except with the consent of the Indemnified Person. No Indemnified Person shall have the right to participate in such litigation and settle any Third Party Action without the prior written approval of the Indemnifying Person. (d) Upon assumption of control of the defense of a Third Party Action under paragraph (c) above, the Indemnifying Person will not be liable to retain its own counsel at such party's own expense. The Indemnifying Party or the Indemnified PartyPerson hereunder for any legal or other expenses subsequently incurred in connection with the defense of the Third Party Action. (e) If the Indemnifying Person does not elect to control the defense of a Third Party Action under paragraph (c), the Indemnifying Person shall promptly reimburse the Indemnified Person for expenses incurred by the Indemnified Person in connection with defense of such Third Party Action, as and when the case may be, same shall at all times use all commercially reasonable efforts to keep the Indemnifying Party or be incurred by the Indemnified Party, as the case may be, reasonably apprised of the status Person. (f) Any person who has not assumed control of the defense of any action, Third Party Action shall have the defense of which they are maintaining, and duty to cooperate in good faith with each other with respect to the defense of any party which assumed such actiondefense. No Indemnified Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld. The Indemnifying Party shall not settle any claim or assertion, unless the Indemnified Party consents in writing to such settlement, which consent shall not be unreasonably withheld.12.5

Defense of Third Party Actions. If either party Party hereto (the "“Indemnified Party"”) receives notice or otherwise obtains knowledge of the commencement or threat of any claim, demand, dispute, action, suit, examination, audit, proceeding, investigation, inquiry or other similar matter that may give rise to an indemnification claim against the other party hereto (the "“Indemnifying Party"”), then the Indemnitee shall promptly deliver to the Indemnified Party a written notice describing such complaint or the commencement of such action or proceeding; provided, however, that the failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability under this Agreement with respect to such claim only if, and only to the extent that, such failure to notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such claim or the opportunity to defend or participate in the defense of said claim. The Indemnifying Party shall have the right, upon written notice delivered to the Indemnified Party within 20 days thereafter to assume the defense of such action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the fees and disbursements of such counsel. In the event, however, that the Indemnifying Party declines or fails to assume the defense of the action or proceeding or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such 20 day period, then such Indemnified Party may employ counsel, reasonably acceptable to the Indemnifying Party, to represent or defend it in any such action or proceeding and the Indemnifying Party shall pay the reasonable fees and disbursements of such counsel as incurred; provided, however, that the Indemnifying Party shall not be required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single action or proceeding. In any action or proceeding with respect to which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, shall have the right to participate in such litigation and to retain its own counsel at such party's own expense. The Indemnifying Party or the Indemnified Party, as the case may be, shall at all times use all commercially reasonable efforts to keep the Indemnifying Party or the Indemnified Party, as the case may be, reasonably apprised of the status of the defense of any action, the defense of which they are maintaining, and to cooperate in good faith with each other with respect to the defense of any such action. No Indemnified Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld. The Indemnifying Party shall not settle any claim or assertion, unless the Indemnified Party consents in writing to such settlement, which consent shall not be unreasonably withheld.

Defense of Third Party Actions. If either party hereto (the "Indemnified Party") receives notice or otherwise obtains knowledge of the commencement or threat of any claim, demand, dispute, action, suit, examination, audit, proceeding, investigation, inquiry or other similar matter that may give rise to an indemnification claim against the other party hereto (the "Indemnifying Party"), then the Indemnitee shall promptly deliver to the Indemnified Party a written notice describing such complaint or the commencement of such action or proceeding; provided, however, that the failure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability under this Agreement with respect to such claim only if, and only to the extent that, such failure to notify the Indemnifying Party results in the forfeiture by the Indemnifying Party of rights and defenses otherwise available to the Indemnifying Party with respect to such claim or the opportunity to defend or participate in the defense of said claim. The Indemnifying Party shall have the right, upon written notice delivered to the Indemnified Party within 20 days thereafter to assume the defense of such action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of the fees and disbursements of such counsel. In the event, however, that the Indemnifying Party declines or fails to assume the defense of the action or proceeding or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such 20 day period, then such Indemnified Party may employ counsel, reasonably acceptable to the Indemnifying Party, to represent or defend it in any such action or proceeding and the Indemnifying Party shall pay the reasonable fees and disbursements of such counsel as incurred; provided, however, that the Indemnifying Party shall not be required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single action or proceeding. In any action or proceeding with respect to which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, shall have the right to participate in such litigation and to retain its own counsel at such party's own expense. The Indemnifying Party or the Indemnified Party, as the case may be, shall at all times use all commercially reasonable efforts to keep the Indemnifying Party or the Indemnified Party, as the case may be, reasonably apprised of the status of the defense of any action, the defense of which they are maintaining, and to cooperate in good faith with each other with respect to the defense of any such action. No Indemnified Party may settle or compromise any claim or consent to the entry of any judgment with respect to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld. The Indemnifying Party shall not settle any claim or assertion, unless the [ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED. Indemnified Party consents in writing to such settlement, which consent shall not be unreasonably withheld.

Defense of Third Party Actions. If either (a) A party hereto seeking indemnification under this Article X (the "an “Indemnified Party"”) receives shall give prompt written notice or otherwise obtains knowledge to any Person who is obligated to provide indemnification hereunder (an “Indemnifying Party”) of the commencement or threat assertion of any claimaction, proceeding, demand, disputeor claim by a third party other than any claim relating to Taxes (which is covered by Section 11.5) (collectively, action, suit, examination, audit, proceeding, investigation, inquiry or other similar matter that may give rise to an indemnification claim against the other party hereto (the "Indemnifying Party"), then the Indemnitee shall promptly deliver to the a “Third-Party Action”) in respect of which such Indemnified Party a written notice describing such complaint or the commencement of such action or proceedingshall seek indemnification hereunder; provided, however, that the failure to so notify shall not relieve the Indemnifying Party of its obligations hereunder, except to the extent that the Indemnifying Party is actually and materially prejudiced thereby. The Indemnifying Party shall have ten (10) days after receipt of such notice to assume control of the defense of, settle, or otherwise dispose of such Third-Party Action, through counsel reasonably acceptable to the Indemnified Party at the expense of the Indemnifying Party, and on such terms as it deems appropriate; provided, that the Indemnifying Party shall relieve be entitled to assume the Indemnifying Party from liability under this Agreement with respect to defense of such claim only if, and action only to the extent that, such failure to notify the Indemnifying Party results acknowledges its indemnity obligation and assumes and holds such Indemnified Party harmless from and against the full amount of any loss resulting therefrom (subject to the limitations set forth in Section 10.6(a)); and provided, further, that: (i) the forfeiture by Indemnified Party shall have the Indemnifying right to retain control of the defense of, settle, or otherwise dispose of such Third-Party of rights and defenses otherwise available to Action on such terms as it deems appropriate, but only if the Indemnified Party waives all claims for indemnification from the Indemnifying Party with respect to such claim or the opportunity to defend or participate in the defense of said claim. The Indemnifying Third-Party shall have the right, upon written notice delivered to Action; (ii) the Indemnified Party within 20 days thereafter shall be entitled, at its own expense, to assume participate in, but not control, the defense of such action or proceeding, including the employment of counsel reasonably satisfactory to the Indemnified Third-Party Action; and the payment of the fees and disbursements of such counsel. In the event, however, that the Indemnifying Party declines or fails to assume the defense of the action or proceeding or to employ counsel reasonably satisfactory to the Indemnified Party, in either case within such 20 day period, then such Indemnified Party may employ counsel, reasonably acceptable to the Indemnifying Party, to represent or defend it in any such action or proceeding and the Indemnifying Party shall pay the reasonable fees and disbursements of such counsel as incurred; provided, however, that (iii) the Indemnifying Party shall not be required to pay the fees and disbursements of more than one counsel for all Indemnified Parties in any jurisdiction in any single action or proceeding. In any action or proceeding with respect to which indemnification is being sought hereunder, the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, shall have the right to participate in such litigation and to retain its own counsel at such party's own expense. The Indemnifying Party or the Indemnified Party, as the case may be, shall at all times use all commercially reasonable efforts to keep the Indemnifying Party or the Indemnified Party, as the case may be, reasonably apprised of the status of the defense of any action, the defense of which they are maintaining, and to cooperate in good faith with each other with respect to the defense of any such action. No Indemnified Party may settle or compromise any claim or consent to the entry of any judgment with respect or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to which indemnification is being sought hereunder without the prior written consent of the Indemnifying Party, which shall not be unreasonably withheld. The Indemnifying Party shall not settle any claim or assertion, unless the each Indemnified Party consents a full release from all liability in writing to respect of such settlement, which consent shall not be unreasonably withheldThird-Party Action.