Common use of Opportunity to Defend Clause in Contracts

Opportunity to Defend. The indemnifying party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; provided, however, the indemnifying party may not compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality). If the indemnifying party elects to compromise or defend such Asserted Liability, it will within thirty (30) calendar days from receipt of the Claims Notice notify the indemnified party of its intent to do so, and the indemnified party will cooperate, at the expense of the indemnifying party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to defend the Asserted Liability, the indemnified party will have the right, at its option, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled to participate in (but not to control) the defense of any Asserted Liability that it has elected not to defend with its own counsel and at its own expense.

Opportunity to Defend. The indemnifying party Indemnifying Party has the right, exercisable by written notice to the Indemnified Party within 30 days after receipt of a Claims Notice from the Indemnified Party of the commencement or assertion of any Liability Claim in respect of which indemnity may elect be sought under this Article VII, to compromise or defend, at its own expense assume and conduct the defense of such Liability Claim in accordance with the limits set forth in this Agreement with counsel selected by its own counsel, any Asserted Liabilitythe Indemnifying Party and reasonably acceptable to the Indemnified Party; provided, however, that the indemnifying party Indemnifying Party shall have acknowledged its unqualified obligation to indemnify the Indemnified Party as provided hereunder in writing to the Indemnified Party; provided, further, that the Indemnifying Party may not compromise assume and conduct the defense of a Liability Claim which proceeding could result in the loss or settle suspension of a necessary Permit or license or otherwise result in an act or investigation of a Governmental Body that could prevent the Indemnified Party from continuing to conduct its business consistent with past practices (including without limitation any Asserted violations of Laws relating to consumer protection and debt collections and the rules and regulations promulgated by Governmental Authorities thereunder). If the Indemnifying Party does not assume the defense of a Liability Claim in accordance with this Section 7.2(b), the Indemnified Party may continue to defend the Liability Claim. If the Indemnifying Party has assumed the defense of a Liability Claim as provided in this Section 7.2(b), the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense of the Liability Claim from and after such date as the Indemnifying Party assumes the defense; provided, however, that if the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Liability Claim, the Indemnified Party may assume its own defense at the reasonable cost of the Indemnifying Party; provided, further, that the Indemnified Party shall be entitled to participate in any defense with separate counsel at the reasonable expense of the Indemnifying Party (such reasonable expenses to be limited to the retention of one such counsel) if (i) so requested by the Indemnifying Party or (ii) in the reasonable opinion of counsel to the Indemnified Party, a conflict or potential conflict of interests exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable. The Indemnifying Party or the Indemnified Party, as the case may be, has the right to participate in (but not control), at its own expense, (except as expressly provided otherwise herein) the defense of any Liability Claim which the other is defending as provided in this Agreement. The Indemnifying Party, if it has assumed the defense of any Liability Claim as provided in this Agreement, may not, without the prior written consent of the indemnified party Indemnified Party, consent to a settlement of, or the entry of any judgment arising from, any such Liability Claim that (i) does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a complete release from all liability in respect of such Liability Claim, (ii) grants any injunctive or equitable relief or (iii) may reasonably be expected to have an adverse effect on the affected business of the Indemnified Party. The Indemnified Party has the right to settle any Liability Claim with the prior written consent of the Indemnifying Party (which consent will not be unreasonably withheld, conditioned or delayed) unless (i) such compromise ). Notwithstanding anything to the contrary, except with the consent of Indemnifying Party no consent or settlement requires no more than a monetary payment for which of any Liability Claim by the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality). If the indemnifying party elects to compromise or defend such Asserted Liability, it will within thirty (30) calendar days from receipt Indemnified Party shall be determinative of the Claims Notice notify the indemnified party amount of its intent Losses relating to do so, and the indemnified party will cooperate, at the expense of the indemnifying party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent claim nor shall it constitute an admission that such indemnifying party is prejudiced by such failure claim entitles any Indemnified Party to cooperate. Unless and until the indemnifying party elects be held harmless, indemnified or reimbursed pursuant to defend the Asserted Liability, the indemnified party will have the right, at its option, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled to participate in (but not to control) the defense of any Asserted Liability that it has elected not to defend with its own counsel and at its own expensethis Article VII.

Opportunity to Defend. The indemnifying party Indemnifying Party may elect to compromise or defend, at his, her or its own expense and by his, her or its own counsel, any Asserted Liability; provided, however, the indemnifying party may not compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality). If the indemnifying party Indemnifying Party elects to compromise or defend such Asserted Liability, he, she or it will shall within thirty (30) calendar days from receipt (or sooner, if the nature of the Claims Notice Asserted Liability so requires) notify the indemnified party Indemnitee of his, her or its intent to do so, and the indemnified party will Indemnitee shall cooperate, at the expense of the indemnifying partyIndemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails Indemnifying Party elects not to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to compromise or defend the Asserted Liability, fails to notify the indemnified party will have Indemnitee of his, her or its election as herein provided or contests his, her or its obligation to indemnify under this Agreement, the rightIndemnitee may pay, at its optioncompromise or defend such Asserted Liability. Notwithstanding the foregoing, to do so in such manner as it deems appropriateneither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of the other; provided, however, that the indemnified party will not settle consent to settlement or compromise shall not be unreasonably withheld; provided, however, that, if the Sellers are the Indemnifying Party, the Indemnifying Party may settle any Asserted Liability for which it seeks indemnification hereunder claim without the prior written consent of the indemnifying party (which will Buyer if the judgment or proposed settlement involves only the payment of any money damages by the Indemnifying Party and does not be unreasonably withheldimpose any injunctions or other equitable relief upon the Buyer or the Company or otherwise adversely impact the ongoing business of the Buyer or the Company. In any event, conditioned or delayed). The indemnifying party will be entitled to participate the Indemnitee and the Indemnifying Party may participate, at their own expense, in (but not to control) the defense of any Asserted Liability that it has elected not Liability. If the Indemnifying Party chooses to defend with any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within his, her or its own counsel and at its own expensecontrol that are necessary or appropriate for such defense.

Opportunity to Defend. The indemnifying party Indemnitor may elect to compromise or defend, at its own expense and by its own counselcounsel reasonably acceptable to Indemnitee, any Asserted Liability; provided, however, the indemnifying party that Indemnitor may not compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which Indemnitee, such consent will not to be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party Indemnitee and any other indemnifiable parties hereunder is are fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters not binding upon the indemnified party (Indemnitee or such other than obligations of confidentiality)indemnifiable parties. If the indemnifying party Indemnitor elects to compromise or defend defends such Asserted Liability, it will shall within thirty 15 business days (30) calendar days from receipt or sooner, if the nature of the Claims Notice Asserted Liability so requires) notify the indemnified party Indemnitee of its intent to do so, so and the indemnified party will cooperate, at the expense of the indemnifying party, Indemnitee shall cooperate in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails Indemnitor elects not to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to compromise or defend the any Asserted Liability, fails to notify Indemnitee of its election as herein provided or contests its obligation to indemnify, Indemnitee may pay, compromise or defend such Asserted Liability, at the indemnified party will sole cost and expense of Indemnitor, without prejudice to any rights Indemnitee may have the righthereunder. In such event, Indemnitor may participate, at its optionown expense, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled to participate in (but not to control) the defense of any Asserted Liability in respect of which it may have an indemnification obligation under Section 7.01, provided that it has elected not Indemnitee shall control such defense. If either party chooses to defend with its own counsel and at its own expenseor participate in the defense of any Asserted Liability, it shall have the right to receive from the other party any books, records or other documents within such party’s control that are necessary or appropriate for such defense.

Opportunity to Defend. The indemnifying party (i) An Indemnifying Party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; provided, however, that counsel for such Indemnifying Party shall be approved by the indemnifying party may Indemnified Party (whose approval shall not compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which consent will not unreasonably be unreasonably withheld, conditioned withheld or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality). If the indemnifying party such Indemnifying Party elects to compromise or defend such Asserted Liability, it will shall, within thirty (30) calendar days from receipt (or sooner, if the nature of the Claims Notice Asserted Liability so requires), notify the indemnified party Indemnified Party of its intent to do so, in which case it shall have the sole right and authority to control any such compromise or defense, and the indemnified party will Indemnified Party shall cooperate, at the expense of the indemnifying partysuch Indemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails such Indemnifying Party elects not to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to compromise or defend the Asserted LiabilityLiability or fails to notify the Indemnified Party of its election within such thirty (30) day period, such Indemnified Party may pay, compromise or defend such Asserted Liability with counsel reasonably acceptable to such Indemnifying Party (at the indemnified party will have Indemnifying Parties’ sole cost and expense in the rightevent that the Indemnifying Parties are determined to be liable hereunder). Notwithstanding the foregoing, at its option, to do so in such manner as it deems appropriateneither the Indemnifying Parties nor the Indemnified Party may settle or compromise any claim over the objection of the other; provided, however, that if the indemnified party will not claim is for money damages only, the Indemnifying Parties can settle or compromise any Asserted Liability such claim solely for which it seeks indemnification hereunder money damages without the prior written consent of the indemnifying party (Indemnified Party provided it pays or otherwise satisfies the money damages in full, in which will not case the Indemnifying Parties can settle or compromise any such claim without the consent of the Indemnified Party. No settlement or compromise may be unreasonably withheld, conditioned or delayed)entered into by an Indemnifying Party without an unconditional and full release of the Indemnified Parties reasonably acceptable to their counsel. The indemnifying party will be entitled to participate in (but not to control) the defense of any Asserted Liability that it has elected not If an Indemnifying Party elects to defend with any claim, the Indemnified Party shall make available to such Indemnifying Party such non-privileged books, records or other documents within its own control that are necessary or appropriate for such defense (in the judgment of counsel and at its own expenseengaged by such Indemnifying Party).

Opportunity to Defend. The indemnifying party Indemnifying Party may elect to --------------------- compromise or defend, at its own expense and by its own counselcounsel which shall be reasonably acceptable to the Indemnitee, any Asserted Liability; provided, howeverprovided that -------- in the event that under then applicable standards of professional conduct the Indemnitee is required to be represented by separate counsel and the Indemnitee elects to be represented by separate counsel, the indemnifying party may not Indemnifying Party shall pay the fees and expenses of one law firm incurred by the Indemnitee in the compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice ofdefense against, all claims against such matter; and provided further that if the indemnified party -------- ------- Asserted Liability includes only a request for all matters that were or could have been asserted in connection with such claiminjunctive relief, or the Indemnitee may control the defense thereof (iiat the Indemnifying Party's expense) involves no and if the Asserted Liability includes a request for injunctive relief and other matters binding upon remedies, the indemnified party Indemnitee may (other than obligations at its own expense) share control of confidentiality)the defense thereof to the extent of the injunctive relief claims. If the indemnifying party Indemnifying Party elects to compromise or defend such Asserted Liability, it will shall within thirty 30 days (30) calendar days from receipt or sooner, if the nature of the Claims Notice Asserted Liability so requires) notify the indemnified party Indemnitee of its intent to do so, and the indemnified party will Indemnitee shall cooperate, at the expense of the indemnifying partyIndemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails Indemnifying Party elects not to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to compromise or defend the Asserted Liability, Liability or fails to notify the indemnified party will have the right, at Indemnitee of its option, to do so in such manner election as it deems appropriate; herein provided, howeveror otherwise fails to timely assume such defense the Indemnitee may pay, that compromise or defend such Asserted Liability at the indemnified party will not Indemnifying Party's expense. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any Asserted Liability for which it seeks indemnification hereunder without over the prior written consent objection of the indemnifying party (which will other; provided, however, consent to -------- ------- settlement or compromise shall not be unreasonably withheld, conditioned withheld or delayed). The indemnifying party will be entitled to participate In any event, the Indemnitee and the Indemnifying Party may participate, at their own expense, in (but not to control) the defense of such Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that it has elected not to defend with its own counsel and at its own expenseare necessary or appropriate for such defense.

Opportunity to Defend. The indemnifying party Indemnitor may elect to compromise or defend, at its own expense and by its own counselcounsel (subject to the reasonable approval of Indemnitee which shall not be unreasonably withheld), any Asserted Liability; providedPROVIDED, howeverHOWEVER, the indemnifying party that Indemnitor may not compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) Indemnitee unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party Indemnitee and any other indemnifiable parties hereunder is are fully indemnified (and Indemnitor has deposited cash with Buyer in an amount equal to such monetary payment) or involves other matters not binding upon Indemnitee and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality)indemnifiable parties. If the indemnifying party Indemnitor elects to compromise or defend such Asserted Liability, it will shall within thirty 30 days (30) calendar days from receipt or sooner, if the nature of the Claims Notice Asserted Liability so requires) notify the indemnified party Indemnitee of its intent to do soso with counsel reasonably satisfactory to Indemnitee, and the indemnified party will cooperate, at the expense of the indemnifying party, Indemnitee shall cooperate in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperateIndemnitor so elects, then each indemnifying party will Indemnitor shall be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects obligated to defend the such Asserted Liability and pay all Damages incurred in such defense until either (a) Indemnitor and Indemnitee agree otherwise, or (b) a court of competent jurisdiction finally determines that Indemnitor does not have an obligation to indemnify Indemnitee. If Indemnitor elects not to compromise or defend any Asserted Liability, the indemnified party will fails to notify Indemnitee of its election as provided herein or contests its obligation to indemnify Indemnitee, Indemnitee shall have the rightabsolute right to pay, at its option, to do so compromise or defend such Asserted Liability in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise respect of any Asserted Liability for which Indemnitor may have an indemnification obligation hereunder, without prejudice to any right Indemnitee may have hereunder. If Indemnitee elects to pay, compromise or defend such Asserted Liability pursuant to the foregoing provisions, all Damages incurred by Indemnitee in connection therewith shall be paid by Indemnitor as incurred by Indemnitee unless Indemnitor contests its obligation to indemnify Indemnitee, in which case Indemnitor shall pay or reimburse Indemnitee for such Damages if and when it seeks is finally determined that Indemnitee is entitled to indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed)from Indemnitor hereunder. The indemnifying party will be entitled which elects to participate compromise or defend any Asserted Liability pursuant to the foregoing provisions shall control the matter subject to such provisions. In any event, once Indemnitor elects to defend any Asserted Liability, Indemnitee may participate, at its own expense from that point in (but not to control) time, in the defense of any Asserted Liability that it has elected not Liability. If any party chooses to defend with its own counsel and at its own expenseor participate in the defense of any Asserted Liability, it shall have the right to receive from the other parties, subject to any restrictions of applicable law or that may be necessary to preserve the privilege of attorney-client communications, any books, records or other documents within such other parties' control that are necessary or appropriate for such defense.

Opportunity to Defend. The indemnifying party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; provided, however, the indemnifying party may not compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which consent will shall not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality). If the indemnifying party elects to compromise or defend such Asserted Liability, it will shall within thirty (30) calendar days from receipt of the Claims Notice notify the indemnified party of its intent to do so, and the indemnified party will shall cooperate, at the expense of the indemnifying party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails shall fail to cooperate, then each indemnifying party will shall be relieved of its obligations under this Section 6 Article 13 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to defend the Asserted Liability, the indemnified party will shall have the right, at its option, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will shall not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will shall not be unreasonably withheld, conditioned or delayed). The indemnifying party will shall be entitled to participate in (but not to control) the defense of any Asserted Liability that it has elected not to defend with its own counsel and at its own expense.

Opportunity to Defend. The indemnifying party Indemnifying Party may elect to compromise or defend, and control the defense of, at its own expense and by its own counselcounsel reasonably satisfactory to the Indemnitee, any Asserted Liability; providedLiability arising from a Third Party claim, however, provided that the indemnifying party may not Indemnitee shall have no liability under any compromise or settle any Asserted Liability without settlement agreed to by the prior written consent of the indemnified party (Indemnifying Party to which it has not consented in writing, which consent will shall not be unreasonably withheld, conditioned delayed or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality)conditioned. If the indemnifying party Indemnifying Party elects to compromise or defend such Asserted Liability, it will shall within thirty (30) calendar days from receipt (or sooner, if the nature of the Claims Notice Asserted Liability so requires) notify the indemnified party Indemnitee of its intent to do so, and the indemnified party will cooperate, Indemnitee shall cooperate upon the request and at the expense of the indemnifying partyIndemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails Indemnifying Party elects not to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to compromise or defend the Asserted Liability, or fails to notify the indemnified party will have Indemnitee of its election as herein provided, or fails to diligently defend or seek to compromise such Asserted Liability after electing to assume such defense or compromise, the rightIndemnitee may pay, compromise or defend such Asserted Liability and receive full indemnification for its Losses. In any event, the Indemnitee and the Indemnifying Party may participate, at its optiontheir own expense, to do so in the defense of such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without by the prior written consent of Indemnifying Party or the indemnifying party (which will not be unreasonably withheldIndemnitee, conditioned or delayed)respectively. The indemnifying party will be entitled to participate in (but not to control) If the defense named parties of any Asserted Liability that it has elected not include both the Indemnifying Party and the Indemnitee and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the Indemnitee shall be paid by the Indemnifying Party. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are reasonably requested for such defense and shall otherwise cooperate with the Indemnifying Party, in which event the Indemnitee shall be reimbursed for its own counsel out-of-pocket expense. All amounts required to be paid in connection with any such Asserted Liability pursuant to the determination of any court, governmental or regulatory body or arbitrator, and at its own expenseall amounts required to be paid in connection with any such compromise or settlement consented to by the Indemnifying Party, shall be borne and paid by the Indemnifying Party. The parties agree to cooperate fully with one another in the defense, compromise or settlement of any such Asserted Liability.

Opportunity to Defend. The indemnifying party Indemnifying Party has the right, exercisable by written notice to the Indemnitee within 30 days after receipt of a Claims Notice from the Indemnitee of the commencement or assertion of any Third-Party Claim in respect of which indemnity may elect be sought under this Article III, to compromise or defend, at its own expense assume and conduct the defense of such Third-Party Claim in accordance with the limits set forth in this Agreement with counsel selected by its own counsel, any Asserted Liabilitythe Indemnifying Party and reasonably acceptable to the Indemnitee; provided, however, that the indemnifying party (A) defense of such Third-Party Claim by the Indemnifying Party will not, in the reasonable judgment of the Indemnitee, (1) if Navy is the Indemnifying Party, affect Xxxxx or any of its Controlled Affiliates (including after the Merger, any member of the Red Lion Group) in an adverse manner and (2) if Red Lion is the Indemnifying Party, affect Navy or any of its Controlled Affiliates in an adverse manner; and (B) the Third-Party Claim solely seeks (and continues to seek) monetary damages (the conditions set forth in clauses (A) and (B) are, collectively, the “Litigation Conditions”). If the Indemnifying Party does not assume the defense of a Third-Party Claim in accordance with this Section 3.5(b), the Indemnitee may continue to defend the Third-Party Claim. If the Indemnifying Party has assumed the defense of a Third-Party Claim as provided in this Section 3.5(b), the Indemnifying Party will not compromise be liable for any legal expenses subsequently incurred by the Indemnitee in connection with the defense of the Third-Party Claim; provided, however, that if (x) either of the Litigation Conditions ceases to be met or settle (y) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Third-Party Claim, the Indemnitee may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or incurred in connection with such defense. The Indemnifying Party or the Indemnitee, as the case may be, has the right to participate in (but, subject to the prior sentence, not control), at its own expense, the defense of any Asserted Liability Third-Party Claim that the other is defending as provided in this Agreement. The Indemnifying Party, if it has assumed the defense of any Third-Party Claim as provided in this Agreement, may not, without the prior written consent of the indemnified party Indemnitee, consent to a settlement of, or the entry of any judgment arising from, any such Third-Party Claim that (which consent will I) does not be unreasonably withheld, conditioned include as an unconditional term thereof the giving by the claimant or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides plaintiff to the Indemnitee of a complete release offrom all liability in respect of such Third-Party Claim, (II) provides for injunctive or dismissal with prejudice of, all claims against other nonmonetary relief affecting the indemnified party for all matters that were Indemnitee or could have been asserted in connection with such claimany of its Affiliates, or (iiIII) involves no other matters binding upon in the indemnified party (other than obligations of confidentiality). If the indemnifying party elects to compromise or defend such Asserted Liability, it will within thirty (30) calendar days from receipt reasonable opinion of the Claims Notice notify Indemnitee, would otherwise adversely affect the indemnified party Indemnitee or any of its intent to do so, and the indemnified party will cooperate, at the expense of the indemnifying party, in the compromise of, or defense against, such Asserted LiabilityAffiliates. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to defend the Asserted LiabilityThe Indemnitee may settle any Third-Party Claim, the indemnified party will have defense of which has not been assumed by the rightIndemnifying Party, at its option, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without only with the prior written consent of the indemnifying party (which will Indemnifying Party, not to be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled to participate in (but not to control) the defense of any Asserted Liability that it has elected not to defend with its own counsel and at its own expense.

Opportunity to Defend. (i) The indemnifying party Indemnifying Party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; provided, however, Liability (excluding those related to Taxes relating to any period ending after the indemnifying party may not compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentialityClosing Date). If the indemnifying party Indemnifying Party elects to compromise or defend such Asserted Liability, it will shall within thirty 30 days (30) calendar days from receipt or sooner, if the nature of the Claims Notice Asserted Liability so requires) notify the indemnified party Indemnitee of its intent to do so, and the indemnified party will Indemnitee shall cooperate, at the expense of the indemnifying partyIndemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails Indemnifying Party elects not to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to compromise or defend the Asserted Liability, fails to notify the indemnified party will have Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement, the rightIndemnitee may pay, at its optioncompromise or defend such Asserted Liability. Notwithstanding the foregoing, to do so in such manner as it deems appropriateneither the Indemnifying Party nor the Indemnitee may settle or compromise any Asserted Liability over the objection of the other; provided, however, that the indemnified party will not settle consent to settlement or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will shall not be unreasonably withheld. In any event, conditioned or delayed). The indemnifying party will be entitled to participate the Indemnitee and the Indemnifying Party may participate, at their own expense, in (but not to control) the defense of such Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control as well as reasonable access to its employee and consultants, in each case to the extent necessary or appropriate for such defense. In the event it is determined by a court of competent jurisdiction that it has elected an Indemnitee is not entitled to defend indemnification pursuant to this Article VIII for any Asserted Liability, then the Indemnitee shall promptly reimburse the Indemnifying Party for all fees, costs and expenses (including reasonable fees, expenses and disbursements of outside attorneys, experts and consultants) incurred by the Indemnitee in connection with its own counsel and at its own expensethe defense of such Asserted Liability.

Opportunity to Defend. The indemnifying party Indemnitor may elect to compromise or defend, and control the defense of, at its own expense and by its own counselcounsel reasonably satisfactory to the Indemnitee, any Asserted Liability; provided, however, Liability provided that the indemnifying party may not compromise or settle Indemnitee shall have no liability under any Asserted Liability without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which agreed to by the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters Indemnitor that were or could have been asserted it has not approved in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality)writing. If the indemnifying party Indemnitor elects to compromise or defend such Asserted Liability, it will shall within thirty 30 days (30) calendar days from receipt or sooner, if the nature of the Claims Notice Asserted Liability so requires) notify the indemnified party Indemnitee of its intent to do so, and the indemnified party will cooperate, Indemnitee shall cooperate upon the request and at the expense of the indemnifying party, Indemnitor in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails Indemnitor elects not to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to compromise or defend against the Asserted Liability, or fails to notify the indemnified party will have Indemnitee of its election as herein provided, the rightIndemnitee may pay, compromise or defend such Asserted Liability and receive full indemnification for its Losses as provided in sections 10.1 and 10.2. In any event, the Indemnitee and the Indemnitor may participate, at its optiontheir own expense, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled to participate in (but not to control) the defense of any such Asserted Liability that it has elected not by the Indemnitor or the Indemnitee, respectively. If the Indemnitor chooses to defend any claim, the Indemnitee shall make available to the Indemnitor any books, records or other documents within its control that are reasonably requested for such defense and shall otherwise cooperate with the Indemnitor, in which event the Indemnitee shall be reimbursed for its own counsel and at its own out-of-pocket expense.

Opportunity to Defend. The indemnifying party Indemnifying Party has the right, exercisable by written notice to the Indemnified Party within 15 days after receipt of a Claims Notice from the Indemnified Party of the commencement or assertion of any Liability Claim in respect of which indemnity may elect be sought under this Article 11, to compromise assume and conduct the defense of such Liability Claim in accordance with the limits set forth in this Agreement with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party, provided that the (i) defense of such Liability Claim by the Indemnifying Party will not, in the reasonable judgment of the Indemnified Party, have a material adverse effect on the Indemnified Party; (ii) Liability Claim solely seeks (and continues to seek) monetary damages; (iii) Liability Claim does not include criminal charges; and (iv) Indemnifying Party expressly acknowledges in writing its responsibility for all Losses relating to such Liability Claim subject to indemnification by the Indemnifying Party under Section 11.1 (it being understood that the foregoing written acknowledgement may contain a reservation of the Indemnifying Party’s right to dispute the entitlement to indemnification until such Liability Claim is proven to constitute Losses) (the conditions set forth in clauses (i) through (iv) are, collectively, the “Litigation Conditions”). If the Indemnifying Party does not assume the defense of a Liability Claim in accordance with this Section 11.2(b) within 15 days after receipt of a Claims Notice from the Indemnified Party of the commencement or defendassertion of any Liability Claim in respect of which indemnity may be sought under this Article 11, at its own expense and the Indemnified Party may continue to defend the Liability Claim. If the Indemnifying Party has assumed the defense of a Liability Claim as provided in this Section 11.2(b), the Indemnifying Party will not be liable for any legal expenses subsequently incurred by its own counsel, any Asserted Liabilitythe Indemnified Party in connection with the defense of the Liability Claim; provided, however, that if any of the indemnifying party Litigation Conditions ceases to be met, the Indemnified Party may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or incurred thereafter in connection with such defense to the extent constituting Losses. The Indemnifying Party or the Indemnified Party, as the case may be, has the right to participate in (but not compromise or settle control), at its own expense, the defense of any Asserted Liability Claim that the other is defending as provided in this Agreement. The Indemnifying Party, if it has assumed the defense of any Liability Claim as provided in this Agreement, may, without the prior written consent of the indemnified party (which Indemnified Party, consent will not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or to a settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice ofthe entry of any judgment arising from, all claims against the indemnified party for all matters that were or could have been asserted in connection with any such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality). If the indemnifying party elects to compromise or defend such Asserted Liability, it will within thirty (30) calendar days from receipt of the Claims Notice notify the indemnified party of its intent to do so, and the indemnified party will cooperate, at the expense of the indemnifying party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to defend the Asserted Liability, the indemnified party will have the right, at its option, to do so in such manner as it deems appropriateLiability Claim; provided, however, that the indemnified party will Indemnifying Party may not consent to any such settlement or judgment to the extent that any such settlement or judgment (I) does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party of a complete and irrevocable release from all liability in respect of such Liability Claim, (II) grants any injunctive or equitable relief or (III) may reasonably be expected to have an adverse effect on the affected business of the Indemnified Party. The Indemnified Party has the right to settle any Liability Claim, the defense of which has not been assumed by the Indemnifying Party, upon prior notice to the Indemnifying Party and, upon request of the Indemnifying Party, after discussion of such settlement with the Indemnifying Party, unless the defense of such Litigation Claim by the Indemnifying Party was not permitted due to the existence of the Litigation Conditions described in clause (i), (ii) or compromise any Asserted Liability for (iii) of the definition thereof, in which it seeks indemnification hereunder without case the Indemnified Party shall be required to obtain the prior written consent of the indemnifying party Indemnifying Party (which will not to be unreasonably withheld, conditioned delayed or delayedconditioned). The indemnifying party will be entitled , prior to participate in (but settling any such Liability Claim notwithstanding that the Indemnifying Party had not to control) assumed the defense of any Asserted Liability that it has elected not to defend with its own counsel and at its own expensethereof.

Opportunity to Defend. The indemnifying party If any Proceeding is brought against any Indemnified Person and it notifies the Indemnifying Party of the commencement thereof, the Indemnifying Party will be entitled to participate therein, and, to the extent that it may elect by written notice delivered to compromise such Indemnified Person, to assume the defense thereof, with counsel reasonably satisfactory to such Indemnified Person, provided that if the defendants in any such Proceeding include both such Indemnified Person and the Indemnifying Party, and such Indemnified Person shall have reasonably concluded that there may be legal defenses available to it that are different from or defendadditional to those available to the Indemnifying Party, at such Indemnified Person shall have the right to select separate counsel reasonably satisfactory to the Indemnifying Party to assert such legal defenses and to otherwise participate in the defense of such Proceeding on behalf of such Indemnified Person. Upon receipt of notice from the Indemnifying Party to such Indemnified Person of its own expense election so to assume the defense of such Proceeding and approval by its own counsel, any Asserted Liability; provided, however, the indemnifying party may such Indemnified Person of counsel (such approval not compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which consent will not to be unreasonably withheld, conditioned delayed or delayed) conditioned), the Indemnifying Party shall not be liable to such Indemnified Person for expenses incurred by such Indemnified Person in connection with the defense thereof unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could Indemnified Person shall have been asserted employed separate counsel in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations assertion of confidentiality). If the indemnifying party elects to compromise or defend such Asserted Liability, it will within thirty (30) calendar days from receipt of the Claims Notice notify the indemnified party of its intent to do so, legal defenses in accordance with and the indemnified party will cooperate, at the expense of the indemnifying party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under limited by this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to defend the Asserted Liability, the indemnified party will have the right, at its option, to do so in such manner as 8(d) (it deems appropriate; providedbeing understood, however, that the indemnified party will Indemnifying Party shall not settle or compromise any Asserted Liability be liable for which it seeks indemnification hereunder without the prior written consent expenses of more than one separate counsel, approved by the Indemnifying Party, representing the Indemnified Persons who are parties to such Proceeding), (ii) the Indemnifying Party shall not have employed counsel reasonably satisfactory to such Indemnified Person to represent such Indemnified Person within a reasonable time after notice of commencement of the indemnifying party Proceeding, or (which will not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled to participate in (but not to controliii) the defense Indemnifying Party shall have authorized in writing the employment of any Asserted Liability that it has elected not to defend with its own counsel and at its own expensefor such Indemnified Person.

Opportunity to Defend. The indemnifying party Indemnifying Party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; provided, however, Liability and if it does so the indemnifying party may not compromise or settle any Indemnifying Party shall have the right to make all judgments and decisions in respect of the handling of the defense of such Asserted Liability without and the prior written consent settlement or compromise of the indemnified party (which consent will not be unreasonably withheldAsserted Liability, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which subject to the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations provisions of confidentiality)this Section 7.05. If the indemnifying party Indemnifying Party elects to compromise or defend such Asserted Liability, it will shall within thirty (30) calendar 30 days from receipt of the Claims Notice (or sooner, if the nature of the Asserted Liability so requires) notify the indemnified party Indemnitee of its intent to do so, and the indemnified party will Indemnitee shall cooperate, as requested by and at the expense of the indemnifying partyIndemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party Indemnifying Party elects not to defend the Asserted Liability, fails to notify the indemnified party will have Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement, the rightIndemnitee may pay, at its optioncompromise, or defend such Asserted Liability. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim subject to do so in such manner as it deems appropriate; indemnification over the objection of the other, provided, however, that the indemnified party will not settle consent to settlement or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will shall not be unreasonably withheld. In any event, conditioned or delayed). The indemnifying party will be entitled to participate the Indemnitee and the Indemnifying Party may participate, at their own expense, in (but not to control) the defense of any such Asserted Liability that it has elected not Liability. If the Indemnifying Party chooses to defend with any claim, the Indemnitee shall make available to the Indemnifying Party any books, records, or other documents within its own counsel and at its own expensecontrol that are necessary or appropriate for such defense.

Opportunity to Defend. The indemnifying party Indemnifying Party has the right, exercisable by written notice to the Indemnified Party within 30 days after receipt of a Claims Notice from the Indemnified Party of the commencement or assertion of any Liability Claim in respect of which indemnity may elect be sought under this Article IX, to compromise or defend, at its own expense assume and conduct the defense of such Liability Claim in accordance with the limits set forth in this Agreement with counsel selected by its own counsel, any Asserted Liabilitythe Indemnifying Party and reasonably acceptable to the Indemnified Party; provided, however, that the indemnifying party Indemnifying Party may not compromise assume and conduct the defense of a Liability Claim which proceeding could result in the loss or settle suspension of a necessary permit or license or otherwise result in an act or investigation of a Governmental Body that could prevent the Indemnified Party from continuing to conduct its business consistent with past practices (including without limitation any Asserted violations of Laws relating to consumer protection and debt collections and the rules and regulations promulgated by Governmental Authorities thereunder). If the Indemnifying Party does not assume the defense of a Liability Claim in accordance with this Section 9.2(b), the Indemnified Party may continue to defend the Liability Claim. If the Indemnifying Party has assumed the defense of a Liability Claim as provided in this Section 9.2(b), the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense of the Liability Claim from and after such date as the Indemnifying Party assumes the defense; provided, however, that if the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Liability Claim, the Indemnified Party may assume its own defense at the reasonable cost of the Indemnifying Party; provided, further, that the Indemnified Party shall be entitled to participate in any defense with separate counsel at the reasonable expense of the Indemnifying Party (such reasonable expenses to be limited to the retention of one such counsel) if (i) so requested by the Indemnifying Party or (ii) in the reasonable opinion of counsel to the Indemnified Party, a conflict or potential conflict of interests exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable. The Indemnifying Party or the Indemnified Party, as the case may be, has the right to participate in (but not control), at its own expense, (except as expressly provided otherwise herein) the defense of any Liability Claim which the other is defending as provided in this Agreement. The Indemnifying Party, if it has assumed the defense of any Liability Claim as provided in this Agreement, may not, without the prior written consent of the indemnified party (which Indemnified Party, consent will not be unreasonably withheldto a settlement of, conditioned or delayed) unless the entry of any judgment arising from, any such Liability Claim that (i) such compromise does not include as an unconditional term thereof the giving by the claimant or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides plaintiff to the Indemnified Party a complete release offrom all liability in respect of such Liability Claim, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon grants any injunctive or equitable relief or (iii) may reasonably be expected to have an adverse effect on the indemnified party (other than obligations of confidentiality). If the indemnifying party elects to compromise or defend such Asserted Liability, it will within thirty (30) calendar days from receipt affected business of the Claims Notice notify the indemnified party of its intent to do so, and the indemnified party will cooperate, at the expense of the indemnifying party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to defend the Asserted Liability, the indemnified party will have the right, at its option, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled to participate in (but not to control) the defense of any Asserted Liability that it has elected not to defend with its own counsel and at its own expense.Indemnified

Opportunity to Defend. The indemnifying party Indemnifying Party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; provided, however, the indemnifying Liability and to prosecute by way of counterclaim or third party may not compromise complaint any claims arising out of or settle relating to any Asserted Liability without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality)Liability. If the indemnifying party Indemnifying Party elects to compromise or defend such Asserted Liability, it will shall within thirty (30) calendar days from receipt (or sooner, if the nature of the Claims Notice Asserted Liability so requires) notify the indemnified party Indemnitee of its intent to do so, and the indemnified party will Indemnitee shall cooperate, at the expense of the indemnifying partyIndemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party Indemnifying Party elects not to compromise or defend the Asserted Liability or fails to cooperate, then each indemnifying party will be relieved notify the Indemnitee of its obligations under this Section 6 only to election as herein provided, the extent that Indemnitee may pay, compromise or defend such indemnifying party is prejudiced by such failure to cooperateAsserted Liability at the expense of the Indemnifying Party. Unless and until If the indemnifying party Indemnifying Party elects to defend the an Asserted Liability but contests its obligation to indemnify against such Asserted Liability, the indemnified party will have Indemnifying Party shall carry on such defense in good faith. Notwithstanding the rightforegoing, at its option, to do so in such manner as it deems appropriateneither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of the other; provided, however, that the indemnified party will not settle consent to settlement or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will shall not be unreasonably withheld; and provided further that if the Indemnifying Party contests its obligation to indemnify against an Asserted Liability, conditioned consent to settlement or delayed)compromise shall be withheld in the absolute discretion of the Indemnitee. The indemnifying party will be entitled to participate In any event, the Indemnitee and the Indemnifying Party may participate, at their own expense, in (but not to control) the defense of any such Asserted Liability that it has elected not Liability. If the Indemnifying Party chooses to defend with any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its own counsel and at its own expensecontrol that are necessary or appropriate for such defense.

Opportunity to Defend. The indemnifying party Indemnitor may elect to compromise or defend, at its own expense and by its own counselcounsel reasonably acceptable to Indemnitee, any Asserted Liability; provided, however, the indemnifying party that Indemnitor may not compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which Indemnitee, such consent will not to be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party Indemnitee and any other indemnifiable parties hereunder is are fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters not binding upon the indemnified party (Indemnitee or such other than obligations of confidentiality)indemnifiable parties. If the indemnifying party Indemnitor elects to compromise or defend defends such Asserted Liability, it will shall within thirty 15 business days (30) calendar days from receipt or sooner, if the nature of the Claims Notice Asserted Liability so requires) notify the indemnified party Indemnitee of its intent to do so, so and the indemnified party will cooperate, at the expense of the indemnifying party, Indemnitee shall cooperate in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails Indemnitor elects not to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to compromise or defend the any Asserted Liability, fails to notify Indemnitee of its election as herein provided or contests its obligation to indemnify, Indemnitee may pay, compromise or defend such Asserted Liability, at the indemnified party will sole cost and expense of Indemnitor, without prejudice to any rights Indemnitee may have the righthereunder. In such event, Indemnitor may participate, at its optionown expense, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled to participate in (but not to control) the defense of any Asserted Liability in respect of which it may have an indemnification obligation under Section 7.01, provided that it has elected not Indemnitee shall control such defense. If either party chooses to defend with its own counsel and at its own expenseor participate in the defense of any Asserted Liability, it shall have the right to receive from the other party any books, records or other documents within such party's control that are necessary or appropriate for such defense.

Opportunity to Defend. The indemnifying party may elect CS shall be entitled to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; provided, however, assume the indemnifying party may not compromise or settle any Asserted Liability without the prior written consent defense of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality). If the indemnifying party elects to compromise or defend such Asserted Liability, it will within thirty (30) calendar days from receipt of the Claims Notice notify the indemnified party of its intent to do so, and the indemnified party will cooperate, at the expense of the indemnifying party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to defend the Asserted Liability, the indemnified party will have the right, at its option, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheldhas an obligation to indemnify an Indemnified Party pursuant to Section 1.1 hereof at its own expense, conditioned or delayed). The indemnifying party will be entitled with counsel reasonably satisfactory to such Indemnified Party; PROVIDED, HOWEVER, that any Indemnified Party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action, claim or proceeding in which the defendants include both an Indemnified Party and CS, if, in the reasonable opinion of counsel to such Indemnified Party, (but i) there are or may be legal defenses available to such Indemnified Party or to other Indemnified Persons that are different from or additional to those available to CS or (ii) a conflict or potential conflict exists between CS, on the one hand, and such Indemnified Party, on the other hand, that would make separate representation advisable, such Indemnified Party shall have the right to employ separate counsel reasonably satisfactory to CS at the expense of CS and to control its own defense of such action, claim or proceeding; PROVIDED, HOWEVER, that CS shall not be liable for the fees and expenses of more than one counsel to control) all Indemnified Parties in any one legal action or group of related legal actions. If CS does not assume the defense of any Asserted Liability within thirty (30) days (or less if the nature of the Asserted Liability requires its receipt of the Indemnification Notice), the Indemnified Party shall control the investigation, defense and settlement thereof at the reasonable cost of CS, and CS shall make or cause to be made available to the Indemnified Party any books, records or other documents within its control that it has elected are reasonably requested by the Indemnified Party for such defense. CS shall not to defend with be liable for any settlement of any claim, action or proceeding effected against an Indemnified Party without its own counsel and at its own expensewritten consent, which consent shall not be unreasonably withheld or delayed.

Opportunity to Defend. The indemnifying party Indemnifying Party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; provided, however, that if the indemnifying party named parties to any action or proceeding include (or could reasonably be expected to include) both the Indemnitee and the Indemnifying Party, or more than one Indemnitee, and the Indemnitee is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the Indemnitee may not compromise or settle any Asserted Liability without engage separate counsel at the prior written consent expense of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality)Indemnifying Party. If the indemnifying party Indemnifying Party elects to compromise or defend such Asserted Liability, it will shall within thirty 20 Business Days (30) calendar days from receipt or sooner, if the nature of the Claims Notice Asserted Liability so requires) notify the indemnified party Indemnitee of its intent to do so, and the indemnified party will Indemnitee shall cooperate, at the expense of the indemnifying partyIndemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails Indemnifying Party elects not to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to compromise or defend the Asserted Liability, fails to notify the indemnified party will have Indemnitee of its election as herein provided, contests its obligation to provide indemnification under this Agreement, or fails to make or ceases making a good faith and diligent defense, the rightIndemnitee may pay, compromise or defend such Asserted Liability all at its optionthe expense of the Indemnitee. Except as set forth in the preceding sentence, to do so in such manner as it deems appropriateneither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of the other; provided, however, that the indemnified party will not settle consent to settlement or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will shall not be unreasonably withheld. In any event, conditioned or delayed). The indemnifying party will be entitled to the Indemnitee and the Indemnifying Party may participate at their own expense, in (but not to control) the defense of any such Asserted Liability that it has elected not Liability. If the Indemnifying Party chooses to defend with any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its own counsel and control that are necessary or appropriate for such defense, all at its own expensethe expense of the Indemnifying Party.

Opportunity to Defend. The indemnifying party Indemnifying Party will have the right, exercisable by written notice to the Indemnified Party within 30 days of receipt of a Claims Notice from the Indemnified Party of the commencement or assertion of any Liability Claim in respect of which indemnity may elect be sought hereunder, to compromise or defend, at its own expense assume and conduct the defense of such Liability Claim in accordance with the limits set forth in this Agreement with counsel selected by its own counsel, any Asserted Liabilitythe Indemnifying Party and reasonably acceptable to the Indemnified Party; provided, however, that (i) the indemnifying party Liability Claim solely seeks (and continues to seek) monetary damages and (ii) the Indemnifying Party expressly agrees in writing that as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party will be solely obligated to satisfy and discharge the Liability Claim (as finally determined pursuant to the provisions of this Article X) in accordance with the limits set forth in this Agreement (the conditions set forth in clauses (i) and (ii) are collectively referred to as the “Litigation Conditions”). If the Indemnifying Party does not assume the defense of a Liability Claim in accordance with this Section 10.3(b), the Indemnified Party may continue to defend the Liability Claim. If the Indemnifying Party has assumed the defense of a Liability Claim as provided in this Section 10.3(b), the Indemnifying Party will not compromise be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof; provided, however, that if (i) any of the Litigation Conditions cease to be met, or settle (ii) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Liability Claim, the Indemnified Party may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or incurred in connection therewith. The Indemnifying Party or the Indemnified Party, as the case may be, will have the right to participate in (but not control), at its own expense, the defense of any Asserted Liability Claim which the other is defending as provided in this Agreement. The Indemnifying Party, if it will have assumed the defense of any Liability Claim as provided in this Agreement, will not, without the prior written consent of the indemnified party (which Indemnified Party consent will not be unreasonably withheldto a settlement of, conditioned or delayed) unless the entry of any judgment arising from, any such Liability Claim that (i) such compromise does not include as an unconditional term thereof the giving by the claimant or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides plaintiff to the Indemnified Party a complete release of, or dismissal with prejudice of, from all claims against the indemnified party for all matters that were or could have been asserted liability in connection with respect of such claim, Liability Claim or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality)grants any injunctive or equitable relief. If the indemnifying party elects to compromise or defend such Asserted Liability, it will within thirty (30) calendar days from receipt of the Claims Notice notify the indemnified party of its intent to do so, and the indemnified party will cooperate, at the expense of the indemnifying party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to defend the Asserted Liability, the indemnified party The Indemnified Party will have the rightright to settle any Liability Claim, at its option, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled to participate in (but not to control) the defense of which has not been assumed by the Indemnifying Party, in its discretion exercised in good faith and upon advice of counsel, either before or after the initiation of litigation, at such time and upon such terms as the Indemnified Party deems fair and reasonable, provided that at least 10 days prior to any Asserted Liability that it has elected not such settlement, written notice of its intention to defend with its own counsel and at its own expensesettle is given to the Indemnifying Party.

Opportunity to Defend. The indemnifying party Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party within one hundred twenty (120) days after receipt of a Claims Notice from the Indemnified Party of the commencement or assertion of any Liability Claim in respect of which indemnity may elect be sought under this Article VII, to compromise or defendassume and conduct the defense of such Liability Claim, at its own expense in accordance with the limits set forth in this Agreement, with counsel selected by the Indemnifying Party and by its own counsel, any Asserted Liabilityreasonably acceptable to the Indemnified Party; provided, however, that (i) the indemnifying party defense of such Liability Claim by the Indemnifying Party will not, in the reasonable judgment of the Indemnified Party, have a material adverse effect on the Indemnified Party; (ii) the Indemnifying Party has sufficient financial resources, in the reasonable judgment of the Indemnified Party, to satisfy the amount of any adverse monetary judgment that is reasonably likely to result; and (iii) the Liability Claim solely seeks (and continues to seek) monetary damages (the conditions set forth in clauses (i) through (iii) are collectively referred to as the “Litigation Conditions”). If the Indemnifying Party does not assume the defense of a Liability Claim in accordance with this Section 7.2(b), the Indemnified Party may continue to defend the Liability Claim. If the Indemnifying Party has assumed the defense of a Liability Claim as provided in this Section 7.2(b), the Indemnifying Party will not compromise be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense of the Liability Claim; provided, however, that if any of the Litigation Conditions cease to be met, the Indemnified Party may assume its own defense, and the Indemnifying Party shall be liable for all reasonable costs or settle expenses paid or incurred by the Indemnified Party in connection with such defense at and after the time it has provided written notice to the Indemnifying Party that it would be assuming such defense. The Indemnifying Party or the Indemnified Party, as the case may be, shall have the right to participate in (but not control), at its own expense, the defense of any Asserted Liability Claim which the other is defending as provided in this Agreement. The Indemnifying Party, if it shall have assumed the defense of any Liability Claim as provided in this Agreement, shall not, without the prior written consent of the indemnified party Indemnified Party, consent to a settlement of, or the entry of any judgment arising from, any such Liability Claim which (which consent will x) does not be unreasonably withheld, conditioned include as an unconditional term thereof the giving by the claimant or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides plaintiff to the Indemnified Party a complete release of, or dismissal with prejudice of, from all claims against the indemnified party for all matters that were or could have been asserted liability in connection with respect of such claimLiability Claim, or (iiy) involves no other matters binding upon grants any injunctive or equitable relief, or (z) may reasonably be expected to have an adverse effect on the indemnified party (other than obligations of confidentiality). If the indemnifying party elects to compromise or defend such Asserted Liability, it will within thirty (30) calendar days from receipt affected business of the Claims Notice notify Indemnified Party. The Indemnified Party shall have the indemnified party right to settle any Liability Claim, the defense of its intent to do sowhich has not been assumed by the Indemnifying Party, in any manner it reasonably may deem appropriate and the indemnified party will cooperate, at the expense of the indemnifying party, in the compromise ofIndemnified Party need not consult with, or defense againstobtain any consent from the Indemnifying Party in connection therewith, such Asserted Liabilityas long as the settlement amount, together with the settlement amount(s) associated with all previously settled Liability Claims, does not exceed the Threshold Amount. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to To the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until any single Liability Claim, or any Liability Claim when added with all other Liability Claims, exceeds the indemnifying party elects to defend the Asserted LiabilityThreshold Amount, the indemnified party will Indemnified Party shall not have the right, at its option, right to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder Claim without the prior written consent of the indemnifying party (Indemnifying Party, which will may not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled to participate in (but not to control) the defense of any Asserted Liability that it has elected not to defend with its own counsel and at its own expense.

Opportunity to Defend. The indemnifying party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; provided, however, the indemnifying party may not compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality). If the indemnifying party elects to compromise or defend such Asserted Liability, it will within Within thirty (30) calendar days from of receipt of the any Claims Notice given pursuant to Section 9.3, the indemnifying party shall notify the indemnified party in writing of its intent the acceptance of or objection to do so, the Claim and whether the indemnifying party will indemnify the indemnified party will cooperate, and defend the same at the expense of the indemnifying party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced with counsel selected by such failure to cooperate. Unless and until the indemnifying party elects to defend the Asserted Liability, (who shall be approved in writing by the indemnified party will have the rightparty, at its option, such approval not to do so in such manner as it deems appropriatebe unreasonably withheld); provided, however, that the indemnified party will shall at all times have the right to engage its own counsel and fully participate in the defense of the Claim at its own expense or, as provided herein below, at the expense of the indemnifying party. Failure by the indemnifying party to object in writing within such thirty (30) day period shall be deemed to be acceptance of the Claim by the indemnifying party. In the event that the indemnifying party objects to a Claim within said thirty (30) calendar days or does not object but fails to defend the Claim, the indemnified party shall have the right, but not the obligation, to undertake the defense, and to compromise and/or settle or (in the exercise of reasonable business judgment) the Claim, all at the risk and expense (including, without limitation, reasonable attorneys' fees and expense) of the indemnifying party. Except as provided in the preceding sentence, the indemnified party shall not compromise and/or settle any Asserted Liability for which it seeks indemnification hereunder Claim without the prior written consent of the indemnifying party. If the Claim is one that cannot by its nature be defended solely by the indemnifying party, the indemnified party (which will not be unreasonably withheld, conditioned or delayed). The shall make available all information and assistance that the indemnifying party will may reasonably request; provided, however, that any associated expense shall be entitled to participate in (but not to control) paid by the defense of any Asserted Liability that it has elected not to defend with its own counsel and at its own expenseindemnifying party.

Opportunity to Defend. The indemnifying party Except as otherwise set forth in Section 10.3.3, the Indemnifying Party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; provided, however, the indemnifying party may not compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality). If the indemnifying party Indemnifying Party elects to compromise or defend such Asserted Liability, it will shall within thirty 20 days (30) calendar days from receipt or sooner, if the nature of the Claims Notice Asserted Liability so requires) notify the indemnified party Indemnitee of its intent to do so, and the indemnified party will Indemnitee shall cooperate, at the expense of the indemnifying partyIndemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails Indemnifying Party elects not to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to compromise or defend the Asserted Liability, fails to notify the indemnified party will have Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement, the rightIndemnitee may pay, at its optioncompromise or defend such Asserted Liability. Notwithstanding the foregoing, to do so in such manner as it deems appropriateneither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of the other; provided, however, that the indemnified party will not settle consent to settlement or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will shall not be unreasonably withheld, conditioned withheld or delayed). The indemnifying party will In any event, the Indemnitee and the Indemnifying Party may participate, at their own expense, in the defense of such Asserted Liability. Notwithstanding the foregoing, any Indemnitee shall be entitled to participate employ separate counsel from the Indemnifying Party if the interests of such Indemnitee may be prejudiced without such separate counsel (including, without limitation, if one or more legal defenses may be inconsistent or in (but not conflict with the legal defenses available to controlthe Indemnifying Party) and the defense Indemnifying Party shall entirely and solely bear the reasonable fees and expenses of any Asserted Liability that it has elected not such separate counsel. If the Indemnifying Party chooses to defend with any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its own counsel and at its own expensecontrol that are necessary or appropriate for such defense.

Opportunity to Defend. The indemnifying party Indemnifying Party may elect to --------------------- compromise or defend, at its own expense and by its own counselwith counsel reasonably satisfactory to the Indemnitee, any Asserted Liability; provided, howeverand if the Indemnifying Party so elects to compromise or defend, the indemnifying party may not compromise or settle any Indemnifying Party shall have the right to control the defense of such Asserted Liability without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality)Liability. If the indemnifying party Indemnifying Party elects to compromise or defend such Asserted Liability, it will shall within thirty 15 days (30) calendar days from receipt or sooner, if the nature of the Claims Notice Asserted Liability so requires) notify the indemnified party Indemnitee of its intent to do so, and the indemnified party will cooperate, at the expense of the indemnifying party, Indemnitee shall cooperate in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails Indemnifying Party elects not to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to compromise or defend the Asserted Liability, fails to notify the indemnified party will Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee may pay, compromise or defend such Asserted Liability and the Indemnitee shall have the rightright to control the defense of such Asserted Liability. Notwithstanding the foregoing, at its option, to do so in such manner as it deems appropriate; provided, however, that (i) the indemnified party will not Indemnifying Party may settle or compromise any Asserted Liability for which it seeks indemnification hereunder without Liability, provided, -------- that such settlement or compromise does not result in any liability to, restriction on, or admission of, the prior written consent of Indemnitee, and (ii) provided that the indemnifying party (which will not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled to participate in (but not to control) the defense of any Indemnifying Party is defending an Asserted Liability that it has elected not to defend with its own counsel and at its own expense, the Indemnitee may not settle or compromise such claim over the objection of the Indemnifying Party. In any event, the Indemnitee and the Indemnifying Party may participate, at their own expense, in the defense of such Asserted Liability. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense.

Opportunity to Defend. The indemnifying party Indemnifying Party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; provided, however, the indemnifying party may not compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality). If the indemnifying party Indemnifying Party elects to compromise or defend such Asserted Liability, it will shall within thirty (30) calendar days from receipt (or sooner, if the nature of the Claims Notice Asserted Liability so requires) notify the indemnified party Indemnitee of its intent to do so, and the indemnified party will Indemnitee shall cooperate, at the expense of the indemnifying partyIndemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails Indemnifying Party elects not to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to compromise or defend the Asserted Liability, fails to notify the indemnified party will Indemnitee of its election as herein provided, or contests its obligation to indemnify under this Agreement, the Indemnitee may pay, compromise or defend such Asserted Liability at the expense of the Indemnifying Party. Subject to the limitations contained in Section 10.5.3 on the obligations of the Indemnifying Party in respect of proposed settlements, the Indemnitee shall have the right, at right to employ its option, own counsel with respect to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without Liability, but the prior written consent fees and expenses of such counsel shall be at the indemnifying party expense of such Indemnitee unless (which will not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled to participate a) the employment of such counsel shall have been authorized in (but not to control) writing by the Indemnifying Party in connection with the defense of such action, or (b) such Indemnifying Party shall not have, as provided above, promptly employed counsel reasonably satisfactory to such Indemnitee to take charge of the defense of such action, or (c) such Indemnitee shall have reasonably concluded based on an opinion of counsel that there may be one or more legal defenses available to it which are different from or additional to those available to such Indemnifying Party, in any Asserted Liability that it has elected of which events such reasonable fees and expenses shall be borne by the Indemnifying Party and the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnitee in respect of such different or additional defenses. If the Indemnifying Party chooses to defend with any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its own counsel and at its own expensecontrol that are necessary or appropriate for such defense.

Opportunity to Defend. The indemnifying party (a) T he RMLP Indemnified Parties shall give Semele and BSLF prompt written notice of claims, assertions, events or proceedings by or in respect of a third party, as to which it may elect to compromise or defend, at its own expense request indemnification hereunder as soon as is practicable and by its own counsel, in any Asserted Liability; provided, however, the indemnifying party may not compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality). If the indemnifying party elects to compromise or defend such Asserted Liability, it will event within thirty (30) calendar days from receipt of the Claims Notice time that the RMLP Indemnified Parties learns of such claims, assertions, events or proceedings; provided , however , that the failure to so notify the indemnified party of its intent Semele and BSLF shall not affect rights to do so, and the indemnified party will cooperate, at the expense of the indemnifying party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only indemnification hereunder except to the extent that such indemnifying party is Semele and BSLF are actually prejudiced by such failure failure. Semele and BSLF shall have the right to cooperate. Unless and until the indemnifying party elects to defend the Asserted Liabilitydirect, through counsel of their own choosing, the indemnified party will have the right, defense or settlement of any such claim or proceeding at its option, their own expense. If Semele and BSLF elect to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled to participate in (but not to control) assume the defense of any Asserted Liability that it has elected such claim or proceeding, Semele and BSLF shall provide the RMLP Indemnified Parties with prompt notice of such assumption and the RMLP Indemnified Parties may participate in such defense, but in such case the expenses of the RMLP Indemnified Parties shall be paid by the RMLP Indemnified Parties . The RMLP Indemnified Parties shall provide Semele and BSLF with reasonable access to their records and personnel relating to any such claim, assertion, event or proceeding during normal business hours and shall otherwise cooperate with Semele in the defense or settlement thereof, and Semele and BSLF shall reimburse the RMLP Indemnified Parties for all of their reasonable out-of-pocket expenses in connection therewith. If Semele and BSLF elect to direct the defense of any such claim or proceeding, the RMLP Indemnified Parties shall not pay, or permit to defend be paid, any part of any claim or demand arising from such asserted liability, unless Semele and BSLF consent in writing to such payment or unless Semele and BSLF, subject to the Section 9.4(c) hereof, withdraw from the defense of such asserted liability, or unless a final judgment from which no appeal may be taken by or on behalf of Semele and BSLF is entered against any RMLP Indemnified Party for such liability. If any RMLP Indemnified Party assumes the defense of any such claim or proceeding pursuant to this Section 9.4 and proposes to settle such claim or proceeding prior to final judgment thereon or to forego appeal with its own counsel respect thereto, then such RMLP Indemnified Party shall give Semele and at its own expenseBSLF written notice thereof, and Semele and BSLF shall have the right to participate in the settlement or assume or reassume the defense of such claim or proceeding on appeal.

Opportunity to Defend. The indemnifying party Indemnifying Party has the right, exercisable by written notice to the Indemnified Party within 30 days after receipt of a Claims Notice from the Indemnified Party of the commencement or assertion of any Liability Claim in respect of which indemnity may elect be sought under this Article VII, to compromise or defend, at its own expense assume and conduct the defense of such Liability Claim in accordance with the limits set forth in this Agreement with counsel selected by its own counsel, any Asserted Liabilitythe Indemnifying Party and reasonably acceptable to the Indemnified Party; provided, however, that the indemnifying party Indemnifying Party shall have acknowledged its unqualified obligation to indemnify the Indemnified Party as provided hereunder in writing to the Indemnified Party; provided, further, that the Indemnifying Party may not compromise assume and conduct the defense of a Liability Claim which proceeding could result in the loss or settle suspension of a necessary permit or license or otherwise result in an act or investigation of a Governmental Body that could prevent the Indemnified Party from continuing to conduct its business consistent with past practices (including without limitation any Asserted violations of Laws relating to consumer protection and debt collections and the rules and regulations promulgated by Governmental Authorities thereunder). If the Indemnifying Party does not assume the defense of a Liability Claim in accordance with this Section 7.2(b), the Indemnified Party may continue to defend the Liability Claim. If the Indemnifying Party has assumed the defense of a Liability Claim as provided in this Section 7.2(b), the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense of the Liability Claim from and after such date as the Indemnifying Party assumes the defense; provided, however, that if the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Liability Claim, the Indemnified Party may assume its own defense at the reasonable cost of the Indemnifying Party; provided, further, that the Indemnified Party shall be entitled to participate in any defense with separate counsel at the reasonable expense of the Indemnifying Party (such reasonable expenses to be limited to the retention of one such counsel) if (i) so requested by the Indemnifying Party or (ii) in the reasonable opinion of counsel to the Indemnified Party, a conflict or potential conflict of interests exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable. The Indemnifying Party or the Indemnified Party, as the case may be, has the right to participate in (but not control), at its own expense, (except as expressly provided otherwise herein) the defense of any Liability Claim which the other is defending as provided in this Agreement. The Indemnifying Party, if it has assumed the defense of any Liability Claim as provided in this Agreement, may not, without the prior written consent of the indemnified party Indemnified Party, consent to a settlement of, or the entry of any judgment arising from, any such Liability Claim that (i) does not include as an unconditional term thereof the giving by the claimant or the plaintiff to the Indemnified Party a complete release from all liability in respect of such Liability Claim, (ii) grants any injunctive or equitable relief or (iii) may reasonably be expected to have an adverse effect on the affected business of the Indemnified Party. The Indemnified Party has the right to settle any Liability Claim with the prior written consent of the Indemnifying Party (which consent will not be unreasonably withheld, conditioned or delayed) unless (i) such compromise ). Notwithstanding anything to the contrary, except with the consent of Indemnifying Party no consent or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality). If the indemnifying party elects to compromise or defend such Asserted Liability, it will within thirty (30) calendar days from receipt any Liability Claim shall be determinative of the Claims Notice notify the indemnified party amount of its intent Losses relating to do so, and the indemnified party will cooperate, at the expense of the indemnifying party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent claim nor shall it constitute an admission that such indemnifying party is prejudiced by such failure claim entitles any Indemnified Party to cooperate. Unless and until the indemnifying party elects be held harmless, indemnified or reimbursed pursuant to defend the Asserted Liability, the indemnified party will have the right, at its option, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled to participate in (but not to control) the defense of any Asserted Liability that it has elected not to defend with its own counsel and at its own expensethis Article VII.

Opportunity to Defend. The indemnifying party Indemnitor may elect to compromise or defend, and control the defense of, at its own expense and by its own counselcounsel reasonably satisfactory to the Indemnitee, any Asserted Liability; provided, however, Liability provided that the indemnifying party may not compromise or settle Indemnitee shall have no liability under any Asserted Liability without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which agreed to by the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters Indemnitor that were or could have been asserted it has not approved in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality)writing. If the indemnifying party Indemnitor elects to compromise or defend such Asserted Liability, it will shall within thirty 30 days (30) calendar days from receipt or sooner, if the nature of the Claims Notice Asserted Liability so requires) notify the indemnified party Indemnitee of its intent to do so, and the indemnified party will cooperate, Indemnitee shall cooperate upon the request and at the expense of the indemnifying partyIndemnitor, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails Indemnitor elects not to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to compromise or defend against the Asserted Liability, or fails to notify the indemnified party will have Indemnitee of its election as herein provided, the rightIndemnitee may pay, compromise or defend such Asserted Liability and receive full indemnification for its Losses as provided in Sections 9.1. In any event, the Indemnitee and the Indemnitor may participate, at its optiontheir own expense, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled to participate in (but not to control) the defense of any such Asserted Liability that it has elected not by the Indemnitor or the Indemnitee, respectively. If the Indemnitor chooses to defend any claim, the Indemnitee shall make available to the Indemnitor any books, records or other documents within its control that are reasonably requested for such defense and shall otherwise cooperate with the Indemnitor, in which event the Indemnitee shall be reimbursed for its own counsel and at its own out-of-pocket expense.

Opportunity to Defend. The indemnifying party Indemnifying Party has the right, exercisable by written notice to the Indemnified Party within 15 days after receipt of a Claims Notice from the Indemnified Party of the commencement or assertion of any Liability Claim in respect of which indemnity may elect be sought under this Article 11, to compromise assume and conduct the defense of such Liability Claim in accordance with the limits set forth in this Agreement with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party, so long as the (i) Liability Claim solely seeks (and continues to seek) monetary damages that are not in excess of the amounts which the Indemnifying Party would otherwise be liable for pursuant to Article 11, (ii) the Liability Claim does not include criminal charges, (iii) there is no conflict of interest that is material to the issues involved in the claim between the Indemnifying Party and the Indemnified Party that cannot be waived, and (iv) if the Indemnifying Party is the Seller, the Liability Claim is not asserted directly by or defendon behalf of a Person who is a Major Customer or Major Supplier of the Company (the Exhibit 10.145 conditions set forth in clauses (i), at its own expense (ii), (iii) and (iv) are, collectively, the “Litigation Conditions”). In respect to clause (iv) of the previous sentence, the Indemnified Party shall use good faith efforts to consult with Xxxxxxx as to his suggestions on how to address the Liability Claim asserted by its own counselsuch Major Customer or Major Supplier, but the Buyer shall retain control over such Liability Claim. If the Indemnifying Party does not assume the defense of a Liability Claim in accordance with this Section 11.2(b), the Indemnified Party may continue to defend the Liability Claim. If the Indemnifying Party has assumed the defense of a Liability Claim as provided in this Section 11.2(b), the Indemnifying Party will not be liable for any Asserted Liabilityreasonable legal expenses subsequently incurred by the Indemnified Party in connection with the defense of the Liability Claim; provided, however, that if (A) any of the indemnifying party Litigation Conditions ceases to be satisfied or (B) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Liability Claim, the Indemnified Party may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or incurred in connection with such defense. The Indemnifying Party or the Indemnified Party, as the case may be, has the right to participate in (but not compromise or settle control), at its own expense, the defense of any Asserted Liability Claim that the other is defending as provided in this Agreement. The Indemnifying Party, if it has assumed the defense of any Liability Claim as provided in this Agreement, may not, without the prior written consent of the indemnified party (which Indemnified Party, consent will not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or to a settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice ofthe entry of any judgment arising from, all claims against the indemnified party for all matters that were or could have been asserted in connection with any such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality). If the indemnifying party elects to compromise or defend such Asserted Liability, it will within thirty (30) calendar days from receipt of the Claims Notice notify the indemnified party of its intent to do so, and the indemnified party will cooperate, at the expense of the indemnifying party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to defend the Asserted Liability, the indemnified party will have the right, at its option, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed)Claim. The indemnifying party will be entitled Indemnified Party has the right to participate in (but not to control) settle any Liability Claim, the defense of any Asserted Liability that it which has elected not to defend with its own counsel and at its own expensebeen assumed by the Indemnifying Party.

Opportunity to Defend. The indemnifying party (i) Except as provided in the last sentence of this clause (i) and except with respect to the litigation referred to in Sections 1(a)(iii), 1(a)(iv) and 1(a)(v), which litigation Gateway shall defend, the Indemnifying Party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; provided, however, that counsel for the indemnifying party may Indemnifying Party shall be approved by the Indemnified Party (whose approval shall not compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which consent will not unreasonably be unreasonably withheld, conditioned withheld or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality). If the indemnifying party Indemnifying Party elects to compromise or defend such Asserted Liability, it will shall, within thirty 30 days (30) calendar days from receipt or sooner, if the nature of the Claims Notice Asserted Liability so requires), notify the indemnified party Indemnified Party of its intent to do so, and the indemnified party will Indemnified Party shall cooperate, at the expense of the indemnifying partyIndemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails Indemnifying Party elects not to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to compromise or defend the Asserted LiabilityLiability or fails to notify the Indemnified Party of its election as herein provided, the indemnified party will have Indemnified Party may pay, compromise or defend such Asserted Liability with counsel reasonably acceptable to the rightIndemnifying Party (at the Indemnifying Party’s sole cost and expense in the event that the Indemnifying Party is determined to be liable hereunder). Notwithstanding the foregoing, at its option, to do so in such manner as it deems appropriateneither the Indemnifying Party nor the Indemnified Party may settle or compromise any claim over the objection of the other; provided, however, that if the indemnified party will not claim is for money damages only, the Indemnifying Party can settle or compromise any Asserted Liability such claim solely for which it seeks indemnification hereunder money damages without the prior written consent of the indemnifying party Indemnified Party unless such Asserted Liability relates to Taxes, in which case the Indemnifying Party can settle or compromise any such claim without the consent of the Indemnified Party; provided, further, however, that such settlement or compromise could not, in the reasonable determination of Gateway give rise or result in an increase in any current or future Tax liability of Gateway, eMachines, or any of their Affiliates in an amount equal to or greater than the Tax liability which is the subject of such settlement. No settlement or compromise may be entered into by an Indemnifying Party without an unconditional and full release of the Indemnified Party reasonably acceptable to its counsel. In any event, the Indemnified Party and the Indemnifying Party may participate, at their own expense, in defense of such Asserted Liability. If the Indemnifying Party elects to defend any claim, the Indemnified Party shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense (which will not be unreasonably withheld, conditioned or delayedin the judgment of counsel engaged by the Indemnifying Party). The indemnifying party will be entitled With respect to participate in (but not to control) the defense of any Asserted Liability that it has elected not relates to defend Taxes and involves any period after the Cut-off Date, Gateway shall control the conduct of any such Asserted Liability, through counsel of Gateway’s own choosing, and Gateway shall have all rights to settle, compromise and/or concede such Asserted Liability. Expenses of counsel for any Asserted Liability in respect of a Straddle Period shall be allocated between the parties consistent with its own counsel and at its own expensethe principles of the second paragraph of Section 2(c).

Opportunity to Defend. The indemnifying party Indemnifying Party has the right, exercisable by written notice to the Indemnified Party within fifteen (15) days after receipt of a Claim Notice from the Indemnified Party of the commencement or assertion of any Liability Claim in respect of which indemnity may elect be sought under this Article 9, to compromise or defend, at its own expense assume and conduct the defense of such Liability Claim in accordance with the limits set forth in this Agreement with counsel selected by its own counsel, any Asserted Liabilitythe Indemnifying Party and reasonably acceptable to the Indemnified Party; provided, however, that the indemnifying party (i) defense of such Liability Claim by the Indemnifying Party will not, in the reasonable judgment of the Indemnified Party, have a material adverse effect on the Indemnified Party; (ii) Indemnifying Party has sufficient financial resources, in the reasonable judgment of the Indemnified Party, to satisfy the amount of any adverse monetary judgment that is reasonably likely to result; (iii) Liability Claim solely seeks (and continues to seek) monetary damages; (iv) the Liability Claim does not, based upon the remedy sought, have the potential to result in criminal liability of, or equitable remedies against, the Indemnified Party; (v) the Liability Claim does not involve or relate to any employee or contractor of any Acquired Company or any Material Customer or Material Suppler; and (vi) Indemnifying Party expressly agrees in writing to be fully responsible for all Losses relating to such Liability Claim (the conditions set forth in clauses (i) through (vi) are, collectively, the “Litigation Conditions”). If the Indemnifying Party does not assume the defense of a Liability Claim in accordance with this Section 9.2(b), the Indemnified Party may continue to defend the Liability Claim. If the Indemnifying Party has assumed the defense of a Liability Claim as provided in this Section 9.2(b), the Indemnifying Party will not compromise be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense of the Liability Claim; provided, however, that if (i) any of the Litigation Conditions ceases to be met or settle (ii) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Liability Claim, the Indemnified Party may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or incurred in connection 4893-2596-7688v2 EMAIL\25717007 with such defense. The Indemnifying Party or the Indemnified Party, as the case may be, has the right to participate in (but not control), at its own expense, the defense of any Asserted Liability Claim that the other is defending as provided in this Agreement. The Indemnifying Party, if it has assumed the defense of any Liability Claim as provided in this Agreement, may not, without the prior written consent of the indemnified party Indemnified Party, consent to a settlement of, or the entry of any judgment arising from, any such Liability Claim that (which consent will A) does not be unreasonably withheld, conditioned include as an unconditional term thereof the giving by the claimant or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides plaintiff to the Indemnified Party of a complete release offrom all liability in respect of such Liability Claim, (B) grants any injunctive or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, equitable relief or (iiC) involves no other matters binding upon may reasonably be expected to have an adverse effect on the indemnified party (other than obligations of confidentiality). If the indemnifying party elects to compromise or defend such Asserted Liability, it will within thirty (30) calendar days from receipt affected business of the Claims Notice notify the indemnified party of its intent to do so, and the indemnified party will cooperate, at the expense of the indemnifying party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to defend the Asserted Liability, the indemnified party will have the right, at its option, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed)Indemnified Party. The indemnifying party will be entitled Indemnified Party has the right to participate in (but not to control) settle any Liability Claim, the defense of any Asserted Liability that it which has elected not to defend with its own counsel and at its own expensebeen assumed by the Indemnifying Party.

Opportunity to Defend. The indemnifying party Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party within 30 days of receipt of a Claims Notice from the Indemnified Party of the commencement or assertion of any Liability Claim of any Person other than a Purchaser Indemnified Party or a Seller Indemnified Party in respect of which indemnity may elect be sought hereunder, to compromise or defend, at its own expense assume and conduct the defense of such Liability Claim in accordance with the limits set forth in this Agreement with counsel selected by its own counsel, any Asserted Liabilitythe Indemnifying Party and reasonably acceptable to the Indemnified Party; provided, however, that (i) the indemnifying party Indemnifying Party has sufficient financial resources, in the reasonable judgment of the Indemnified Party, to satisfy the amount of any adverse monetary judgment that is reasonably likely to result; and (ii) the Liability Claim solely seeks (and continues to seek) monetary damages; and (iii) the Indemnifying Party expressly agrees in writing that as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the Liability Claim (as finally determined pursuant to the provisions of this Article X) in accordance with the limits set forth in this Agreement (the conditions set forth in clauses (i) through (iii) are collectively referred to as the “Litigation Conditions”). If the Indemnifying Party does not assume the defense of a Liability Claim in accordance with this Section 10.3(b), the Indemnified Party may continue to defend the Liability Claim. If the Indemnifying Party has assumed the defense of a Liability Claim as provided in this Section 10.3(b), the Indemnifying Party will not compromise be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof; provided, however, that if (i) any of the Litigation Conditions cease to be met, or settle (ii) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Liability Claim, the Indemnified Party may assume its own defense, and the Indemnifying Party shall be liable for all reasonable costs or expenses paid or incurred in connection therewith. The Indemnifying Party or the Indemnified Party, as the case may be, shall have the right to participate in (but not control), at its own expense, the defense of any Asserted Liability Claim which the other is defending as provided in this Agreement. The Indemnifying Party, if it shall have assumed the defense of any Liability Claim as provided in this Agreement, shall not, without the prior written consent of the indemnified party (which Indemnified Party consent will not be unreasonably withheldto a settlement of, conditioned or delayed) unless the entry of any judgment arising from, any such Liability Claim that (i) such compromise does not include as an unconditional term thereof the giving by the claimant or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides plaintiff to the Indemnified Party a complete release of, or dismissal with prejudice of, from all claims against the indemnified party for all matters that were or could have been asserted liability in connection with respect of such claimLiability Claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality). If the indemnifying party elects to compromise grants any injunctive or defend such Asserted Liability, it will within thirty (30) calendar days from receipt of the Claims Notice notify the indemnified party of its intent to do so, and the indemnified party will cooperate, at the expense of the indemnifying party, in the compromise ofequitable relief, or defense against, such Asserted Liability(iii) may reasonably be expected to have a material adverse effect on the Indemnified Party. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to defend the Asserted Liability, the indemnified party will The Indemnified Party shall have the rightright to settle any Liability Claim, at its option, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled to participate in (but not to control) the defense of which has not been assumed by the Indemnifying Party, in its discretion exercised in good faith and upon advice of counsel, either before or after the initiation of litigation, at such time and upon such terms as the Indemnified Party deems fair and reasonable, provided that at least ten (10) days prior to any Asserted Liability that it has elected not such settlement, written notice of its intention to defend with its own counsel and at its own expensesettle is given to the Indemnifying Party.

Opportunity to Defend. The indemnifying party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; provided, however, that the indemnifying party may not compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) parties unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party or parties hereunder is are fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters not binding upon the indemnified party (other than obligations of confidentiality)or parties. If the indemnifying party elects to compromise or defend such Asserted Liability, it will shall within thirty 10 days (30) calendar days from receipt or sooner, if the 143 nature of the Claims Notice Asserted Liability so requires) notify the indemnified party or parties of its intent to do so, and the indemnified party will or parties shall cooperate, at the expense of the indemnifying partyparty with respect to out-of-pocket expenses of the indemnified party or parties, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects not to compromise or defend the Asserted Liability, fails to notify the indemnified party will have the rightor parties of its election as herein provided or contests its obligation to indemnify under Section 11.01, at its option, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or parties may pay, compromise or defend such Asserted Liability in respect of any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheldmay have an indemnification obligation under Section 11.01 hereof. In any event, conditioned the indemnified party or delayed). The indemnifying party will be entitled to participate parties may participate, at its sole expense, in (but not to control) the defense of such Asserted Liability in respect of any Asserted Liability that it has elected not to defend with its own counsel and at its own expensefor which the indemnifying party may have an indemnification obligation under Section 11.01.

Opportunity to Defend. The indemnifying party Indemnifying Party may elect to compromise or defend, and control the defense of, at its own expense and by counsel of its own counselchoosing, any Asserted Liability; provided, however, provided that the indemnifying party may not Indemnitee shall have no liability under any compromise or settle any Asserted Liability without settlement agreed to by the prior written consent of Indemnifying Party to which the indemnified party (Indemnitee has not consented in writing, which consent will shall not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality). If the indemnifying party Indemnifying Party elects to compromise or defend such Asserted Liability, it will shall within thirty 30 days (30) calendar days from receipt or sooner, if the nature of the Claims Notice Asserted Liability so requires) notify the indemnified party Indemnitee of its intent to do so, and the indemnified party will cooperate, Indemnitee shall cooperate upon the request and at the expense of the indemnifying partyIndemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails Indemnifying Party elects not to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to compromise or defend the Asserted Liability, or fails to notify the indemnified party will have the right, at Indemnitee of its option, to do so in such manner election as it deems appropriate; herein provided, however, that the indemnified party will not settle or fails to diligently defend or seek to compromise any such Asserted Liability after electing to assume such defense or compromise, the Indemnitee may pay, compromise or defend such Asserted Liability and receive full indemnification for which it seeks indemnification hereunder without its losses, liabilities, damages, deficiencies, costs and expenses as provided in Sections 7.2 and 7.3 hereof. In any event, the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled to Indemnitee may participate in (but shall not have the right to control) ), at their own expense, the defense of any such Asserted Liability that it has elected not by the Indemnifying Party or the Indemnitee, respectively. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are reasonably requested for such defense and shall otherwise cooperate with the Indemnifying Party, in which event the Indemnitee shall be reimbursed for its own counsel reasonable out-of-pocket expense. Subject to Section 7.5, all amounts required to be paid in connection with any such Asserted Liability pursuant to the determination of any court, governmental or regulatory body or arbitrator, and at its own expenseall amounts required to be paid in connection with any such compromise or settlement entered into by the Indemnifying Party, shall be borne and paid by the Indemnifying Party. The parties agree to cooperate fully with one another in the defense, compromise or settlement of any such Asserted Liability.

Opportunity to Defend. The indemnifying party Indemnitor may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; provided, however, the indemnifying party that Indemnitor may not compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which Indemnitee, such consent will not to be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party Indemnitee and any other indemnifiable parties hereunder is are fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters not binding upon the indemnified party (Indemnitee or such other than obligations of confidentiality)indemnifiable parties. If the indemnifying party Indemnitor elects to compromise or defend such Asserted Liability, it will shall within thirty 15 days (30) calendar days from receipt or sooner, if the nature of the Claims Notice Asserted Liability so requires) notify the indemnified party Indemnitee of its intent to do so, so and the indemnified party will cooperate, at the expense of the indemnifying party, Indemnitee shall cooperate in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails Indemnitor elects not to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to compromise or defend the any Asserted Liability, the indemnified party will fails to notify Indemnitee of its election as herein provided or contests its obligation to indemnify, Indemnitee may pay, compromise or defend such Asserted Liability without prejudice to any right it may have the righthereunder. In any event, each of Buyer and Seller may participate, at its optionown expense, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled to participate in (but not to control) the defense of any Asserted Liability that in respect of which it has elected not may have an indemnification obligation under Section 8.1. If either party chooses to defend with its own counsel and at its own expenseor participate in the defense of any Asserted Liability, it shall have the right to receive from the other party any books, records or other documents within such party's control that are necessary or appropriate for such defense.

Opportunity to Defend. The indemnifying party Indemnifying Person may elect to compromise or defend, at their or its own expense and by their or its own counsel, any Asserted Liability; provided, however, that the indemnifying party Indemnifying Person may not compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) Indemnified Person unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party Indemnified Person hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters not binding upon the indemnified party (other than obligations Indemnified Person and such compromise or settlement includes an unconditional release of confidentiality)the Indemnified Person. If the indemnifying party Indemnifying Person elects to compromise or defend such an Asserted Liability, it will the Indemnifying Person shall within thirty ten (3010) calendar days from after receipt of notice thereof (or sooner, if the Claims Notice nature of the Asserted Liability so requires) notify the indemnified party Indemnified Person of his or its intent to do so, and the indemnified party will Indemnified Person shall cooperate, at the expense of the indemnifying party, Indemnifying Person with respect to out-of-pocket expenses of the Indemnified Person in the compromise of, of or defense against, against such Asserted Liability. The assumption of the defense of a matter by an Indemnifying Person shall be deemed an admission by such Indemnifying Person of its obligation to indemnify the Indemnified Person hereunder with respect to such claim. If the indemnified party fails Indemnifying Person elects not to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to compromise or defend the Asserted Liability, fails to notify the indemnified party will have Indemnified Person of its election as herein provided or contests its obligation to indemnify, the rightIndemnified Person may pay, at its optioncompromise or defend such Asserted. In any event, to do so the Indemnified Person and the Indemnifying Person may participate in the defense of such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise Asserted Liability in respect of any Asserted Liability for which it seeks the Indemnifying Person has an indemnification hereunder without obligation; provided that if the prior written consent Indemnifying Person assumes the defense or compromise of such Asserted Liability as provided above, then the Indemnified Person shall bear any expenses incurred in participating in such defense from and after the assumption of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled to participate in (but not to control) defense thereof by the defense of any Asserted Liability that it has elected not to defend with its own counsel and at its own expenseIndemnifying Person.

Opportunity to Defend. The indemnifying party Indemnifying Party has the right, exercisable by written notice to the Indemnified Party within 30 days after receipt of a Claims Notice from the Indemnified Party of the commencement or assertion of any Liability Claim in respect of which indemnity may elect be sought under this Article VII, to compromise or defend, at its own expense assume and conduct the defense of such Liability Claim in accordance with the limits set forth in this Agreement with counsel selected by its own counsel, any Asserted Liabilitythe Indemnifying Party and reasonably acceptable to the Indemnified Party; provided, however, that the indemnifying party (i) Indemnifying Party has sufficient financial resources, in the reasonable judgment of the Indemnified Party, to satisfy the amount of any adverse monetary judgment that is reasonably likely to result; and (ii) the Liability Claim seeks (and continues to seek) monetary damages (the conditions set forth in clauses (i) and (ii) are, collectively, the “Litigation Conditions”). If the Indemnifying Party does not assume the defense of a Liability Claim in accordance with this Section 7.2(b), the Indemnified Party may continue to defend the Liability Claim. If the Indemnifying Party assumes the defense of a Liability Claim as provided in this Section 7.2(b), the Indemnifying Party will not compromise be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense of the Liability Claim; provided, however, that if (i) either of the Litigation Conditions ceases to be met or settle (ii) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Liability Claim, then the Indemnified Party may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or incurred in connection with such defense. The Indemnifying Party or the Indemnified Party, as the case may be, has the right to participate in (but not control), at its own expense, the defense of any Asserted Liability Claim that the other is defending as provided in this Agreement. The Indemnifying Party, if it has assumed the defense of any Liability Claim as provided in this Agreement, may not, without the prior written consent of the indemnified party (which Indemnified Party, consent will not be unreasonably withheldto a settlement of, conditioned or delayed) unless the entry of any judgment arising from, any such Liability Claim that (i) such compromise does not include, as an unconditional term thereof, the giving by the claimant or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides plaintiff to the Indemnified Party of a complete release of, or dismissal with prejudice of, from all claims against the indemnified party for all matters that were or could have been asserted in connection with liability concerning such claim, Liability Claim or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality). If the indemnifying party elects to compromise grants any injunctive or defend such Asserted Liability, it will within thirty (30) calendar days from receipt of the Claims Notice notify the indemnified party of its intent to do so, and the indemnified party will cooperate, at the expense of the indemnifying party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to defend the Asserted Liability, the indemnified party will have the right, at its option, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed)equitable relief. The indemnifying party will be entitled Indemnified Party has the right to participate in (but not to control) settle any Liability Claim, the defense of any Asserted Liability that it which has elected not to defend with its own counsel and at its own expensebeen assumed by the Indemnifying Party within ten (10) business days after receiving notice thereof.

Opportunity to Defend. The indemnifying party may elect to compromise or defenddefend and control the defense of, at its own expense and by its own counselcounsel reasonably satisfactory to the indemnified party, any Asserted Liability; providedThird Party Claim, however, provided that the indemnified party shall have no liability under any compromise or settlement agreed to by the indemnifying party may not compromise or settle any Asserted Liability without the prior written consent of the that indemnified party (has not approved in writing, which consent will approval shall not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality). If the indemnifying party elects to compromise or defend such Asserted LiabilityThird Party Claim, it will shall within thirty (30) calendar 30 days from of receipt of the Claims Notice (or sooner, if the nature of the Third Party Claim so requires) notify the indemnified party of its intent to do so, and the indemnified party will cooperate, shall cooperate upon the request and at the expense of the indemnifying party, in the compromise of, or defense against, such Asserted LiabilityThird Party Claim. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects not to compromise or defend the Asserted LiabilityThird Party Claim, or fails to notify the indemnified party of its election as herein provided, the indemnified party will have the right, at its option, to do so may pay or defend such Third Party Claim in such any manner as it deems reasonably may deem appropriate; provided, however, that the in no event will an indemnified party will not settle consent to the entry of any judgment or compromise enter into any Asserted Liability for which it seeks indemnification hereunder settlement with respect to the Third Party Claim without the prior written consent of the indemnifying party (which will not to be unreasonably withheld, conditioned withheld or delayed). The In any event, the indemnified party and the indemnifying party will be entitled to may, at their own expense, participate in (in, but not to control) , the defense of any Asserted Liability that it has elected not such Third Party Claim by the other party. If the indemnifying party chooses to defend any claim, the indemnified party shall make available to the indemnifying party any books, records or other documents within its control that are reasonably requested for such defense and shall otherwise cooperate with the indemnifying party, in which event the indemnified party shall be reimbursed for its own counsel out-of-pocket expenses (which shall not include salary, wages, overhead and at its own expensethe like).

Opportunity to Defend. The Within thirty (30) days of receipt of any Claims Notice given pursuant to Section 10.3, the indemnifying party may elect shall notify the indemnified 56 party in writing of the acceptance of or objection to compromise or defendthe Claim and whether the indemnifying party will indemnify the indemnified party and defend the same at the expense of the indemnifying party with counsel selected by the indemnifying party (who shall be approved in writing by the indemnified party, such approval not to be unreasonably withheld); provided that the indemnified party shall at all times have the right to fully participate in the defense of the Claim at its own expense and by its own counselor, any Asserted Liability; provided, however, the indemnifying party may not compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality). If the indemnifying party elects to compromise or defend such Asserted Liability, it will within thirty (30) calendar days from receipt of the Claims Notice notify the indemnified party of its intent to do so, and the indemnified party will cooperateas provided hereinbelow, at the expense of the indemnifying party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced Failure by such failure to cooperate. Unless and until the indemnifying party elects to defend object in writing within such thirty (30) day period shall be deemed to be acceptance of the Asserted LiabilityClaim by the indemnifying party. In the event that the indemnifying party objects to a Claim within said thirty (30) days or does not object but fails to meet its indemnification obligations hereunder, the indemnified party will shall have the right, at its optionbut not the obligation, to do so undertake the defense, and to compromise and/or settle (in such manner the exercise of reasonable business judgment) the Claim, all at the risk and expense (including, without limitation, reasonable attorneys fees and expenses) of the indemnifying party. Except as it deems appropriate; providedprovided in the preceding sentence, however, that the indemnified party will shall not compromise and/or settle or compromise any Asserted Liability for which it seeks indemnification hereunder Claim without the prior written consent of the indemnifying party (which will party, such consent not to be unreasonably withheld. If the Claim is one that cannot by its nature be defended solely by the indemnifying party, conditioned or delayed). The the indemnified party shall make available all information and assistance that the indemnifying party will may reasonably request, provided that any associated expense shall be entitled to participate in (but not to control) paid by the defense of any Asserted Liability that it has elected not to defend with its own counsel and at its own expenseindemnifying party.

Opportunity to Defend. The indemnifying party may Subject to Section 12.3.3, the Indemnifying Party may, upon acknowledging its obligation to indemnify in writing, elect to compromise or defend at its own expense (and with counsel reasonably satisfactory to the Indemnitee) any Asserted Liability asserted by a third party, and if the Indemnifying Party so elects to compromise or defend, at its own expense and by its own counsel, any the Indemnifying Party shall have the right (except as hereafter provided) to control the defense of such Asserted Liability; provided, however, the indemnifying party may not compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality). If the indemnifying party Indemnifying Party elects to compromise or defend such Asserted Liability, it will shall within thirty 15 days (30) calendar days from receipt or sooner, if the nature of the Claims Notice Asserted Liability so requires) notify in writing the indemnified party Indemnitee of its intent to do so, and the indemnified party will Indemnitee shall cooperate, at the expense of the indemnifying partyIndemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails Indemnifying Party elects not to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to compromise or defend the Asserted Liability, fails to notify the indemnified Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee may pay, compromise or defend such Asserted Liability and the Indemnitee shall have the right to control the defense of such Asserted Liability and recover the entire cost and expense thereof (including without limitation, reasonable attorneys' fees and all compliance and remediation obligations under Environmental Laws), subject to the limitations on liability contained in Section 12.4, from the Indemnifying Party. In the event the Indemnifying Party and the Indemnitee are named parties in or are subject to such Asserted Liability and either such party will determines with the advice of counsel that there may be one or more legal defenses available to it that are different from or additional to those available to the other party or that a material conflict of interest between such parties may exist in respect of such action, the Indemnifying Party may decline to assume the defense on behalf of the Indemnitee or the Indemnitee may retain the defense on its own behalf and in either such case the Indemnifying Party shall be required to pay any legal or other expenses, including without limitation reasonable attorneys' fees and disbursements, incurred by the Indemnitee in such defense (subject in all cases to the limitations of liability contained in Section 12.4 hereof). Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any Asserted Liability over the objection of the other party, unless such settlement includes as an unconditional term thereof, the giving by the claimant or plaintiff to such objecting party of a full and complete release from all liability in respect of such Asserted Liability. In any event, the Indemnitee and the Indemnifying Party may participate, at their own expense, in the defense of any Asserted Liability. Notwithstanding anything to the contrary set forth in this Agreement, from and after the time when the aggregate amount of Losses paid or payable by an Indemnifying Party under this Agreement which are subject to the indemnification limits set forth in Section 12.4 hereof, exceed, or are reasonably likely to exceed, the indemnification limits set forth in Section 12.4 hereof, the Indemnitee shall have the right, at its optionown cost and expense, to do so in such manner as it deems appropriate; providedassume the control, however, that defense and settlement of any remaining indemnification claims the indemnified party will not settle or compromise any Asserted Liability liability for which it seeks could potentially result in the aggregate claims exceeding the indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled to participate limits set forth in (but not to control) the defense of any Asserted Liability that it has elected not to defend with its own counsel and at its own expenseSection 12.4 hereof.

Opportunity to Defend. The indemnifying Indemnifying Party has the right, exercisable by written notice to the Indemnified Party within 15 days after receipt of a Claims Notice from the Indemnified Party of the commencement or assertion of any Liability Claim relating to a third-party claim in respect of which indemnity may elect be sought under this Article 8, to compromise or defend, at its own expense assume and conduct the defense of such Liability Claim in accordance with the limits set forth in this Agreement with counsel selected by its own counsel, any Asserted Liabilitythe Indemnifying Party and reasonably acceptable to the Indemnified Party; provided, however, that the indemnifying party (i) defense of such Liability Claim by the Indemnifying Party will not, in the reasonable judgment of the Indemnified Party, have a material adverse effect on the Indemnified Party; (ii) Indemnifying Party has sufficient financial resources, in the reasonable judgment of the Indemnified Party, to satisfy the amount of any adverse monetary judgment that is reasonably likely to result; (iii) Liability Claim solely seeks (and continues to seek) monetary damages, excepting injunctive relief that is ancillary to the Liability Claim; (iv) the Liability Claim does not include criminal charges and (v) Indemnifying Party expressly agrees in writing to be fully responsible for all Losses relating to such Liability Claim (the conditions set forth in clauses (i) through (v) are, collectively, the “Litigation Conditions”). If the Indemnifying Party does not assume the defense of a Liability Claim in accordance with this Section 8.2(b), the Indemnified Party may continue to defend the Liability Claim. If the Indemnifying Party has assumed the defense of a Liability Claim as provided in this Section 8.2(b), the Indemnifying Party will not compromise be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense of the Liability Claim; provided, however, that if (i) any of the Litigation Conditions ceases to be met or settle (ii) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Liability Claim, the Indemnified Party may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or incurred in connection with such defense. The Indemnifying Party or the Indemnified Party, as the case may be, has the right to participate in (but not control), at its own expense, the defense of any Asserted Liability Claim that the other is defending as provided in this Agreement. The Indemnifying Party, if it has assumed the defense of any Liability Claim as provided in this Agreement, may not, without the prior written consent of the indemnified party Indemnified Party (which consent will shall not be unreasonably withheld, conditioned withheld or delayed) unless ), consent to a settlement of, or the entry of any judgment arising from, any such Liability Claim that (i) such compromise does not include as an unconditional term thereof the giving by the claimant or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides plaintiff to the Indemnified Party of a complete release offrom all liability in respect of such Liability Claim, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon grants any injunctive or equitable relief or (iii) may reasonably be expected to have an adverse effect on the indemnified party (other than obligations of confidentiality). If the indemnifying party elects to compromise or defend such Asserted Liability, it will within thirty (30) calendar days from receipt affected business of the Claims Notice notify the indemnified party of its intent to do so, and the indemnified party will cooperate, at the expense of the indemnifying party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to defend the Asserted Liability, the indemnified party will have the right, at its option, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed)Indemnified Party. The indemnifying party will be entitled Indemnified Party has the right to participate in (but not to control) settle any Liability Claim, the defense of any Asserted Liability that it which has elected not to defend with its own counsel and at its own expensebeen assumed by the Indemnifying Party.

Opportunity to Defend. The indemnifying party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; provided, however, the indemnifying party may not compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which consent will shall not be unreasonably withheld, conditioned withheld or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party; and, provided, further, that the indemnifying party (other than obligations of confidentialityshall be obligated to elect to defend, at its own expense and by its own counsel, any Asserted Liability for which indemnification is sought under Section 11.01(b). If the indemnifying party elects to compromise or defend such Asserted Liability, it will shall within thirty (30) calendar days from receipt of the Claims Notice notify the indemnified party of its intent to do so, and the indemnified party will shall cooperate, at the expense of the indemnifying party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects not to compromise or defend the Asserted Liability, fails to notify the indemnified party will have the rightof its election as herein provided or contests its obligation to provide indemnification under this Agreement, at its option, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle may pay, compromise or compromise any defend such Asserted Liability for which it seeks indemnification hereunder without the prior written consent account of the indemnifying party. In any event, the indemnified party (which will not be unreasonably withheld, conditioned or delayed). The and the indemnifying party will be entitled to participate may participate, at their own expense, in (but not to control) the defense of any such Asserted Liability that it has elected not Liability. If the indemnifying party chooses to defend with any claim, the indemnified party shall make available to the indemnifying party any books, records or other documents within its own counsel and at its own expensecontrol that are necessary or appropriate for such defense.

Opportunity to Defend. The indemnifying party Indemnitor may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; provided, however, the indemnifying party that Indemnitor may not compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) Indemnitee unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party Indemnitee and any other indemnifiable parties hereunder is are fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters not binding upon the indemnified party (Indemnitee or such other than obligations of confidentiality)indemnifiable parties. If the indemnifying party Indemnitor elects to compromise or defend such Asserted Liability, it will shall within thirty (30) calendar days from receipt (or sooner, if the nature of the Claims Notice Asserted Liability so requires) notify the indemnified party Indemnitee of its intent to do so, and the indemnified party will cooperate, at the expense of the indemnifying party, Indemnitee shall cooperate in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperateIndemnitor so elects, then each indemnifying party will Indemnitor shall be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects obligated to defend the such Asserted Liability until either (a) Indemnitor and Indemnitee agree otherwise or (b) an arbitrator determines pursuant to Section 11.5 that Indemnitor does not have an obligation to indemnify Indemnitee. If Indemnitor elects not to compromise or defend any Asserted Liability, the indemnified party will have the rightfails to notify Indemnitee of its election as herein provided or contests its obligation to indemnify under Section 9.1 hereof, at its optionIndemnitee may pay, to do so compromise or defend such Asserted Liability in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise respect of any Asserted Liability for which Indemnitor may have an indemnification obligation under Section 9.1, without prejudice to any right it seeks indemnification hereunder without may have hereunder. The Party which elects to compromise or defend any Asserted Liability pursuant to the prior written consent foregoing provisions shall control the matter subject to such provisions. In any event, any of the indemnifying party (which will not be unreasonably withheldParties may participate, conditioned or delayed). The indemnifying party will be entitled to participate at their own expense, in (but not to control) the defense of any Asserted Liability that it has elected not in respect of any Asserted Liability for which such person may have an indemnification obligation under Section 9.1. If any Party chooses to defend with its own counsel or participate in the defense of any Asserted Liability, it shall have the right to receive from the other Party(ies) any books, records or other documents within such Party's control and at its own expensereasonable access to such Party's employees, that are necessary or appropriate for such defense.

Opportunity to Defend. The indemnifying party Indemnifying Party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; provided, however, the indemnifying party may not compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality). If the indemnifying party Indemnifying Party elects to compromise or defend such Asserted Liability, it will shall, within thirty 30 days (30) calendar days from receipt or sooner, if the nature of the Claims Notice Asserted Liability so requires) notify the indemnified party Indemnitee of its intent to do so, and the indemnified party will Indemnitee shall cooperate, at the expense of the indemnifying partyIndemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails Indemnifying Party elects not to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to compromise or defend the Asserted Liability, fails to notify the indemnified party will have Indemnitee of its election as herein provided or contests its obligations to defend under this Agreement, the rightIndemnitee may pay, compromise or defend such Asserted Liability (at its optionthe Indemnifying Party's sole cost and expense). Notwithstanding the foregoing, to do so in such manner as it deems appropriate; provided, however, that neither the indemnified party will not Indemnifying Party nor the Indemnitee may settle or compromise any Asserted Liability for which it seeks indemnification hereunder without claim over the prior written consent objection of the indemnifying party (which will other; PROVIDED, HOWEVER, that if the settlement or compromise does not result in any liability to the Indemnifying Party, consent to such settlement or compromise shall not be unreasonably withheld. In any event, conditioned the Indemnitee and the Indemnifying Party may participate, at their own expense, in defense of such Asserted Liability. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or delayedother documents within its control that are necessary or appropriate for such defense (in the judgment of counsel engaged by the Indemnifying Party). The indemnifying party will be entitled Indemnitee has the right to participate in (but not to control) the defense of any Asserted Liability that it has elected not to defend with employ its own counsel in any compromise of, or defense against, any Asserted Liability, or in connection with the Indemnitee's provision of reasonable cooperation and assistance to the Indemnifying Party or the Indemnifying Party's counsel as provided above, but the fees, expenses and other charges of such counsel employed by the Indemnitee will be at its own expensethe expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized in writing by the Indemnifying Party or (ii) the Indemnifying Party has not in fact employed counsel to compromise or defend against the Asserted Liability within a reasonable time, in each of which cases the reasonable fees, disbursements and other charges of counsel retained by the Indemnitee will be at the expense of the Indemnifying Party. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time retained by the Indemnitee unless the employment of more than one counsel has been authorized in writing by the Indemnifying Party.

Opportunity to Defend. The indemnifying In case any third party may elect Claim (“Third Party Claim”) shall be brought against any Indemnified Party, and the Indemnified Party shall notify the Indemnifying Party of the commencement thereof, the Indemnifying Party shall be entitled to compromise assume and control the defense thereof at its own expense, with counsel satisfactory to such Indemnified Party in its reasonable judgment; provided, that, within 30 days of such notice (or defendsooner if the nature of such Third Party Claim so requires), the Indemnified Party shall have received notice of the Indemnifying Party’s election to do so; provided, further, that any Indemnified Party may, at its own expense and by its own counselexpense, any Asserted Liabilityretain separate counsel to participate in, but not control, such defense; provided, howeverfurther, that the indemnifying party may Indemnifying Party shall not compromise be entitled to assume and control the defense thereof (but shall be entitled to a right of consultation) if (i) a conflict of interest in relation to the Third Party Claim exists between the Indemnifying Party and the Indemnified Party in the reasonable judgment of the Indemnified Party, (ii) the Third Party Claim seeks an injunction or settle any Asserted Liability equitable relief against the Indemnified Party, or (iii) the Third Party Claim arises in connection with a criminal proceeding. The Indemnified Party agrees that it will not, without the prior written consent of the indemnified party Indemnifying Party (which consent will shall not be unreasonably withheld, conditioned delayed or delayed) unless (i) such conditioned), settle, compromise or settlement requires no more than a monetary payment for which consent to the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, entry of any judgment in any pending or dismissal with prejudice of, all claims against threatened Third Party Claim relating to the indemnified party for all matters contemplated hereby. The Indemnifying Party agrees that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality). If the indemnifying party elects to compromise or defend such Asserted Liability, it will within thirty (30) calendar days from receipt of the Claims Notice notify the indemnified party of its intent to do sonot, and the indemnified party will cooperate, at the expense of the indemnifying party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to defend the Asserted Liability, the indemnified party will have the right, at its option, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party Indemnified Parties (which will consent shall not be unreasonably withheld, conditioned delayed or delayed). The indemnifying party will be entitled conditioned) settle, compromise or consent to participate in (but not to control) the defense entry of any Asserted Liability judgment in any pending or threatened Third Party Claim relating to the matters contemplated hereby (if any Indemnified Party would reasonably be expected to have been made a party thereto) unless such settlement, compromise or consent involved only monetary damages and includes an unconditional release of all the Indemnified Parties from all Losses arising or that it has elected not to defend with its own counsel and at its own expensemay arise out of such Third Party Claim.

Opportunity to Defend. (i) The indemnifying party Indemnifying Party may elect to compromise or defend, at its such party's own expense and by its such party's own counsel, any Asserted Liability; provided, however, the indemnifying party may not compromise or settle except any Asserted Liability without the prior written consent by any customer of the indemnified party (Company with respect to the business conducted by the Company prior to the Closing, which consent will not shall be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentialitysubject to Section 11.4(b)(ii). If the indemnifying party Indemnifying Party elects to compromise or defend such Asserted Liability, it will shall within thirty 30 days (30) calendar days from receipt or sooner, if the nature of the Claims Notice Asserted Liability so requires) notify the indemnified party Indemnitee of its such party's intent to do so, and the indemnified party will Indemnitee shall cooperate, at the expense of the indemnifying partyIndemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails Indemnifying Party elects not to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to compromise or defend the Asserted Liability, fails to notify the indemnified party will have Indemnitee of such party's election as herein provided or contests such party's obligation to indemnify under this Agreement, the rightIndemnitee may pay, at its optioncompromise or defend such Asserted Liability. Notwithstanding the foregoing, to do so in such manner as it deems appropriateany Asserted Liability that the Indemnifying Party settles solely by the payment of money (and without giving any other consideration, whether property, covenants or other restrictions) may be settled by the Indemnifying Party without the consent of the Indemnitee, but the settlement of any other Asserted Liability may not be made by either the Indemnifying Party nor the Indemnitee over the objection of the other; provided, however, that the indemnified party will not settle consent to settlement or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will shall not be unreasonably withheld. In any event, conditioned or delayed). The indemnifying party will be entitled to participate the Indemnitee and the Indemnifying Party may participate, at their own expense, in (but not to control) the defense of such Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within such party's control that it has elected not to defend with its own counsel and at its own expenseare necessary or appropriate for such defense.

Opportunity to Defend. The indemnifying party Indemnifying Party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; provided, however, the indemnifying party may not compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality). If the indemnifying party Indemnifying Party elects to compromise or defend such Asserted Liability, it will shall within thirty (30) calendar days from receipt (or sooner, if the nature of the Claims Notice Asserted Liability so requires) notify the indemnified party Indemnitee of its intent to do so, and the indemnified party will Indemnitee shall cooperate, at the expense of the indemnifying partyIndemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails Indemnifying Party elects not to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to compromise or defend the Asserted Liability, fails to notify the indemnified party will Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee may pay, compromise or defend such Asserted Liability at the expense of the Indemnifying Party. Subject to the limitations contained in Section 9.4.3 on the obligations of the Indemnifying Party in respect of proposed settlements, the Indemnitee shall have the rightright to employ its own counsel with respect to any Asserted Liability, but the fees and expenses of such counsel shall be at the expense of such Indemnitee unless (a) the employment of such counsel at the expense of the Indemnifying Party shall have been authorized in writing by the Indemnifying Party in connection with the defense of such action, or (b) such Indemnifying Party shall not have, as provided above, promptly employed counsel reasonably satisfactory to the Indemnitee to take charge of the defense of such action. The Indemnitee, at its optionown cost, may employ separate counsel to do so in assert, based on an opinion of counsel, one or more legal defenses available to it which are different from or additional to those available to such manner as it deems appropriateIndemnifying Party; provided, however, that the indemnified party will Indemnifying Party shall not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without have the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled right to participate in (but not to control) direct the defense of any Asserted Liability that it has elected not such action on behalf of the Indemnitee in respect of such different 48 57 or additional defenses. If the Indemnifying Party chooses to defend with any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its own counsel and at its own expensecontrol that are necessary or appropriate for such defense.

Opportunity to Defend. The indemnifying party Indemnitor may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; provided, however, the indemnifying party that Indemnitor may not compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which Indemnitee, such consent will not to be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party Indemnitee and any other indemnifiable parties hereunder is are fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters not binding upon the indemnified party (Indemnitee or such other than obligations of confidentiality)indemnifiable parties. If the indemnifying party Indemnitor elects to compromise or defend such Asserted Liability, it will shall within thirty 15 days (30) calendar days from receipt or sooner, if the nature of the Claims Notice Asserted Liability so requires) notify the indemnified party Indemnitee of its intent to do so, so and the indemnified party will cooperate, at the expense of the indemnifying party, Indemnitee shall cooperate in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails Indemnitor elects not to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to compromise or defend the any Asserted Liability, the indemnified party will fails to notify Indemnitee of its election as herein provided or contests its obligation to indemnify, Indemnitee may pay, compromise or defend such Asserted Liability without prejudice to any right it may have the righthereunder. In any event, each of Indemnitor and Indemnitee may participate, at its optionown expense, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled to participate in (but not to control) the defense of any Asserted Liability that in respect of which it has elected not may have an indemnification obligation hereunder. If either party chooses to defend with its own counsel and at its own expenseor participate in the defense of any Asserted Liability, it shall have the right to receive from the other party any books, records or other documents within such party's control that are necessary or appropriate for such defense.

Opportunity to Defend. The indemnifying party Indemnifying Party may elect --------------------- to compromise or defend, at its own expense and by its own counselcounsel which shall be reasonably acceptable to the Indemnitee, any Asserted Liability; provided, howeverprovided that in the event that under then applicable -------- standards of professional conduct the Indemnitee is required to be represented by separate counsel and the Indemnitee elects to be represented by separate counsel, the indemnifying party may not Indemnifying Party shall pay the fees and expenses of one law firm incurred by the Indemnitee in the compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice ofdefense against, all claims against such matter; and provided further that if the indemnified party Asserted Liability -------- ------- includes only a request for all matters that were or could have been asserted in connection with such claiminjunctive relief, or the Indemnitee may control the defense thereof (iiat the Indemnifying Party's expense) involves no and if the Asserted Liability includes a request for injunctive relief and other matters binding upon remedies, the indemnified party Indemnitee may (other than obligations at its own expense) share control of confidentiality)the defense thereof to the extent of the injunctive relief claims. If the indemnifying party Indemnifying Party elects to compromise or defend such Asserted Liability, it will shall within thirty 30 days (30) calendar days from receipt or sooner, if the nature of the Claims Notice Asserted Liability so requires) notify the indemnified party Indemnitee of its intent to do so, and the indemnified party will Indemnitee shall cooperate, at the expense of the indemnifying partyIndemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails Indemnifying Party elects not to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to compromise or defend the Asserted Liability, Liability or fails to notify the indemnified party will have the right, at Indemnitee of its option, to do so in such manner election as it deems appropriate; herein provided, howeveror otherwise fails to timely assume such defense the Indemnitee may pay, that compromise or defend such Asserted Liability at the indemnified party will not Indemnifying Party's expense. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any Asserted Liability for which it seeks indemnification hereunder without over the prior written consent objection of the indemnifying party (which will other; provided, however, consent to settlement or compromise shall not be -------- ------- unreasonably withheld, conditioned withheld or delayed). The indemnifying party will be entitled to participate In any event, the Indemnitee and the Indemnifying Party may participate, at their own expense, in (but not to control) the defense of such Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that it has elected not to defend with its own counsel and at its own expenseare necessary or appropriate for such defense.

Opportunity to Defend. The indemnifying Indemnifying Party has the right, exercisable by written notice to the Indemnitee within 30 days of receipt of a Claims Notice from the Indemnitee of the commencement or assertion of any Indemnifiable Losses in respect of which Indemnitee may be sought hereunder, to assume and conduct the defense of such Indemnifiable Losses, in accordance with the limits set forth in this Agreement, with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnitee; PROVIDED, HOWEVER, that (a) the Indemnifying Party provides the Indemnitee with a written representation to the effect that the Indemnifying Party has sufficient financial resources, in the reasonable judgment of the Indemnitee, to satisfy the amount of any adverse monetary judgment that is reasonably likely to result; (b) the Indemnitee or relevant third-party claimant solely seeks (and continues to seek) monetary damages; and (c) the Indemnifying Party expressly agrees in writing that as between the Indemnifying Party and the Indemnitee, the Indemnifying Party will be solely obligated to satisfy and discharge the Indemnifiable Losses in accordance with the limits set forth in this Agreement (the conditions set forth in clauses (a) through (c) are collectively referred to as the ("LITIGATION CONDITIONS"). If the Indemnifying Party does not assume the defense of a Indemnifiable Losses in accordance with this SECTION 6.5, the Indemnitee may elect continue to compromise defend the Indemnifiable Losses. If the Indemnifying Party has assumed the defense of a Indemnifiable Losses as provided in this SECTION 6.5, the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof; PROVIDED, HOWEVER, that if (i) any of the Litigation Conditions cease to be met, or defend(ii) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Indemnifiable Losses, at the Indemnitee may assume its own expense defense, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or incurred by its own counsel, any Asserted Liability; provided, howeverthe Indemnitee in connection therewith if a Indemnifiable Loss has occurred and the Indemnifying Party is liable for such Indemnifiable Loss as provided in this Agreement. Notwithstanding the foregoing, the indemnifying party Indemnitee has the right to employ counsel separate from counsel employed by the Indemnifying Party in the defense of any Indemnifiable Losses that the Indemnifying Party is defending and to participate therein, but the fees and expenses of such counsel will be at the Indemnitee's own expense, unless (A) the employment thereof has been specifically authorized by the Indemnifying Party or (B) such Indemnitee has been advised by counsel reasonably satisfactory to the Indemnifying Party that there may not compromise be one or settle more legal defenses available to it that are different from or additional to those available to the Indemnifying Party and in the reasonable judgment of such counsel it is advisable for such Indemnitee to employ separate counsel. The Indemnifying Party, if it has assumed the defense of any Asserted Liability Indemnifiable Losses as provided in this Agreement, will not, without the prior written consent of the indemnified party Indemnitee, consent to a settlement of, or the entry of any judgment arising from, any such Indemnifiable Losses that (which consent will 1) does not be unreasonably withheld, conditioned include as an unconditional term thereof the giving by the claimant or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides plaintiff to the Indemnitee a complete release of, or dismissal with prejudice of, from all claims against the indemnified party for all matters that were or could have been asserted liability in connection with respect of such claimIndemnifiable Losses, or (ii2) involves no other matters binding upon the indemnified party grants any injunctive or equitable relief, or (other than obligations of confidentiality). If the indemnifying party elects 3) may reasonably be expected to compromise or defend such Asserted Liability, it will within thirty (30) calendar days from receipt have a material adverse effect of the Claims Notice notify the indemnified party of its intent to do so, and the indemnified party will cooperate, at the expense of the indemnifying party, in the compromise of, or defense against, such Asserted LiabilityIndemnitee. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to defend the Asserted Liability, the indemnified party The Indemnitee will have the right, at its option, right to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise on a commercially reasonable basis any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled to participate in (but not to control) Indemnifiable Losses the defense of any Asserted Liability that it which has elected not to defend with its own counsel and at its own expensebeen assumed by the Indemnifying Party.

Opportunity to Defend. The indemnifying party (a Subject to Section 11.6.2(b), the Indemnifying Party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; provided, however, the indemnifying party may not compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality). If the indemnifying party Indemnifying Party elects to compromise or defend such Asserted Liability, it will shall within thirty (30) calendar days from receipt (or sooner, if the nature of the Claims Notice Asserted Liability so requires) notify the indemnified party Indemnitee of its intent to do so, and the indemnified party will Indemnitee shall cooperate, at the expense of the indemnifying partyIndemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails Indemnifying Party elects not to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to compromise or defend the Asserted Liability, fails to notify the indemnified party will have Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement, the rightIndemnitee may pay, at its optioncompromise or defend such Asserted Liability. Notwithstanding the foregoing, to do so in such manner as it deems appropriateneither the Indemnifying Party nor the Indemnitee may settle or compromise any Asserted Liability over the objection of the other; provided, however, that the indemnified party will not settle such consent to settlement or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will shall not be -------- ------- unreasonably withheld. In any event, conditioned or delayed). The indemnifying party will be entitled to participate the Indemnitee and the Indemnifying Party may participate, at their own expense, in (but not to control) the defense of such Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that it has elected not are necessary or appropriate for such defense. Notwithstanding the foregoing, in any Claim in which both the Indemnifying Party, on the one hand, and the Indemnitee, on the other hand, are, or are reasonably likely to defend with become, a party, such Indemnitee shall have the right to employ separate counsel at the expense of the Indemnifying Party and to control its own defense of such Claim if, in the reasonable opinion of counsel to such Indemnitee, a conflict or potential conflict exists between the Indemnifying Party, on the one hand, and at its own expensesuch Indemnitee, on the other hand, that would make such separate representation advisable in accordance with customary standards of professional conduct.

Opportunity to Defend. The indemnifying party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; provided, however, the indemnifying party may not compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality). If the indemnifying party elects to compromise or defend such Asserted Liability, it will within Within thirty (30) calendar days from of receipt of the any Claims Notice given pursuant to Section 10.03 the indemnifying party shall notify the indemnified party in writing of its intent the acceptance of or objection to do so, the Claim and whether the indemnifying party will indemnify the indemnified party will cooperate, and defend the same at the expense of the indemnifying party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced with counsel selected by such failure to cooperate. Unless and until the indemnifying party elects to defend the Asserted Liability, (who shall be approved in writing by the indemnified party will have the rightparty, at its option, such approval not to do so in such manner as it deems appropriatebe unreasonably withheld); provided, however, that the indemnified party will shall at all times have the right to engage its own counsel and fully participate in the defense of the Claim at its own expense or, as provided hereinbelow, at the expense of the indemnifying party. Indemnified party shall fully cooperate in the defense of the Claim by the indemnifying party. Failure by the indemnifying party to object in writing within such thirty (30) day period shall be deemed to be acceptance of the Claim by the indemnifying party. In the event that that indemnifying party objects to a Claim within said thirty (30) calendar days or does not object but fails to defend the Claim, the indemnified party shall have the right, but not the obligation, to undertake the defense, and to compromise and/or settle (in exercise of reasonable business judgment) the Claim, all at the risk and expense (including, without limitation, reasonable attorneys’ fees and expense) of the indemnifying party. Except as provided in the preceding sentence, the indemnified party shall not compromise and or compromise settle any Asserted Liability for which it seeks indemnification hereunder Claim without the prior written consent of the indemnifying party. If the Claim is one that cannot by its nature be defended solely by the indemnifying party, the indemnified party (which will not be unreasonably withheld, conditioned or delayed). The shall make available all information and assistance that the indemnifying party will may reasonably request; provided, however, that any associated expense shall be entitled to participate in (but not to control) paid by the defense of any Asserted Liability that it has elected not to defend with its own counsel and at its own expenseindemnifying party.

Opportunity to Defend. The indemnifying party Indemnifying Party has the right, exercisable by written notice to the Indemnified Party, which notice may elect contain a reservation of rights, within 30 days of receipt of a Claims Notice from the Indemnified Party of the commencement or assertion of any Liability Claim in respect of which indemnity may be sought hereunder, to compromise or defend, at its own expense assume and conduct the defense of such Liability Claim in accordance with the limits set forth in this Agreement with counsel selected by its own counsel, any Asserted Liabilitythe Indemnifying Party and reasonably acceptable to the Indemnified Party; provided, however, that (i) the indemnifying party defense of such Liability Claim by the Indemnifying Party does not, in the reasonable judgment of the Indemnified Party, have a material adverse effect on the Indemnified Party; and (ii) the Indemnifying Party has sufficient financial resources, in the reasonable judgment of the Indemnified Party, to satisfy the amount of any adverse monetary judgment that is reasonably likely to result; and (iii) the Liability Claim solely seeks (and continues to seek) monetary damages; and (iv) the Indemnifying Party expressly agrees in writing that as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party will be solely obligated to satisfy and discharge the Liability Claim in accordance with the limits set forth in this Agreement (the conditions set forth in clauses (i) through (iv) are collectively referred to as the “Litigation Conditions”). If the Indemnifying Party does not assume the defense of a Liability Claim in accordance with this Section 11.2(b), the Indemnified Party shall defend the Liability Claim. If the Indemnifying Party has assumed the defense of a Liability Claim as provided in this Section 11.2(b), the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof; provided, however, that if (i) any of the Litigation Conditions cease to be met, or (ii) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Liability Claim, the Indemnified Party may assume its own defense, and the Indemnifying Party shall be liable for all reasonable costs or expenses paid or incurred in connection therewith to the extent the Indemnifying Party is ultimately deemed to be responsible to indemnify in connection with such Liability Claim. The Indemnifying Party or the Indemnified Party, as the case may be, will have the right to participate in (but not compromise or settle control), at its own expense, the defense of any Asserted Liability Claim that the other is defending as provided in this Agreement. The Indemnifying Party, if it has assumed the defense of any Liability Claim as provided in this Agreement, shall not, without the prior written consent of the indemnified party (which Indemnified Party, consent will not be unreasonably withheldto a settlement of, conditioned or delayed) unless the entry of any judgment arising from, any such Liability Claim that (i) such compromise does not include as an unconditional term thereof the giving by the claimant or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides plaintiff to the Indemnified Party a complete release of, or dismissal with prejudice of, from all claims against the indemnified party for all matters that were or could have been asserted liability in connection with respect of such claimLiability Claim, or (ii) involves no other matters grants any injunctive or equitable relief binding upon the indemnified party Indemnified Party, or (other than obligations of confidentiality). If iii) may reasonably be expected to have a material adverse effect on the indemnifying party elects to compromise or defend such Asserted Liability, it will within thirty (30) calendar days from receipt affected business of the Claims Notice notify the indemnified party of its intent to do so, and the indemnified party will cooperate, at the expense of the indemnifying party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to defend the Asserted Liability, the indemnified party will have the right, at its option, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed)Indemnified Party. The indemnifying party will be entitled Indemnified Party has the right to participate in (but not to control) settle any Liability Claim, the defense of any Asserted Liability that it which has elected not to defend with its own counsel and at its own expensebeen assumed by the Indemnifying Party.

Opportunity to Defend. The indemnifying party Indemnifying Party may elect to compromise --------------------- or defend, at its own expense and by its own counselwith counsel reasonably acceptable to the Indemnified Party, any Asserted Liability or Asserted Tax Liability; provided, however, that the indemnifying party Indemnifying Party may not consent to an entry of any judgment or compromise or settle any Asserted Liability or Asserted Tax Liability without the consent of the Indemnified Party, which consent will not be unreasonably withheld or delayed. The Indemnifying Party will have the right to defend any such Asserted Liability or Asserted Tax Liability, so long as (i) the Indemnifying Party notifies the Indemnified Party in writing that the Indemnifying Party will indemnify the Indemnified Party from and against all General Losses and/or Specific Losses of the Indemnified Party resulting from, arising out of or relating to the matter described in the Claims Notice, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the matter described in the Claims Notice and fulfill its indemnification obligations hereunder, (iii) the matter described in the Claims Notice involves only money damages and does not seek an injunction or other equitable relief, (iv) any settlement of, or an adverse judgment with respect to, the matter described in the Claims Notice is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (v) the Indemnifying Party conducts the defense of the matter described in the Claims Notice actively and diligently. So long as the Indemnifying Party is conducting the defense of the matter described in the Claims Notice in accordance with the standards set forth above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the matter described in the Claims Notice, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter described in the Claims Notice without the prior written consent of the indemnified party Indemnifying Party (which consent not to be withheld or delayed unreasonably), and (C) the Indemnifying Party will not be unreasonably withheld, conditioned consent to the entry of any judgment or delayed) unless (i) such compromise or enter into any settlement requires no more than a monetary payment for which with respect to the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted matter described in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality). If the indemnifying party elects to compromise or defend such Asserted Liability, it will within thirty (30) calendar days from receipt of the Claims Notice notify the indemnified party of its intent to do so, and the indemnified party will cooperate, at the expense of the indemnifying party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to defend the Asserted Liability, the indemnified party will have the right, at its option, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party Indemnified Party (which will not to be unreasonably withheld, conditioned withheld or delayeddelayed unreasonably). The indemnifying party will be entitled to participate in In the event any of the conditions set forth above is or becomes unsatisfied, however, (but not to control1) the defense Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the matter described in the Claims Notice in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (2) each Indemnifying Party will reimburse the Indemnified Party promptly for the costs of defending against the matter described in the Claims Notice (including reasonable attorneys' fees, expert witness fees and expenses), and (3) any Indemnifying Party will remain responsible for any General Losses and/or Specific Losses of the Indemnified Party resulting from, arising out of, or relating to the matter described in the Claims Notice, to the fullest extent provided in this Article 9. If the --------- Indemnifying Party decides to defend any Asserted Liability or Asserted Tax Liability, the Indemnified Party shall make available to the Indemnifying Party any books, records, personnel or other documents within its control that it has elected not are necessary or appropriate for such defense, subject to defend with its own counsel and at its own expensethe Indemnifying Party's obligations of confidentiality to any third party.

Opportunity to Defend. The indemnifying party Indemnitor may elect to compromise or defend, at its own expense and by its own counsel, any Asserted LiabilityLiability (it being understood that the Sellers’ Agent shall have the exclusive right to defend, compromise or settle); provided, however, the indemnifying party that Indemnitor may not compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which Indemnitee, such consent will not to be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party Indemnitee and any other indemnifiable parties hereunder is are fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters not binding upon the indemnified party (Indemnitee or such other than obligations of confidentiality)indemnifiable parties. If the indemnifying party Indemnitor elects to compromise or defend such Asserted Liability, it will shall within thirty 15 days (30) calendar days from receipt or sooner, if the nature of the Claims Notice Asserted Liability so requires) notify the indemnified party Indemnitee of its intent to do so, so and the indemnified party will cooperate, at the expense of the indemnifying party, Indemnitee shall cooperate in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails Indemnitor elects not to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to compromise or defend the any Asserted Liability, the indemnified party will fails to notify Indemnitee of its election as herein provided or contests its obligation to indemnify, Indemnitee may pay, compromise or defend such Asserted Liability without prejudice to any right it may have the righthereunder. In any event, each of Buyer and Sellers may participate, at its optionown expense, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled to participate in (but not to control) the defense of any Asserted Liability that in respect of which it has elected not may have an indemnification obligation under Section 5.2. If either party chooses to defend with its own counsel and at its own expenseor participate in the defense of any Asserted Liability, it shall have the right to receive from the other party any books, records or other documents within such party’s control that are necessary or appropriate for such defense.

Opportunity to Defend. The indemnifying party Indemnifying Party may elect to compromise or defend, and control the defense of, at its own expense and by counsel of its own counselchoosing, any Asserted Liability; provided, however, provided that the indemnifying party may not Indemnitee shall have no liability under any compromise or settle any Asserted Liability without settlement agreed to by the prior written consent of the indemnified party (Indemnifying Party to which it has not consented in writing, which consent will shall not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality). If the indemnifying party Indemnifying Party elects to compromise or defend such Asserted Liability, it will shall within thirty (30) calendar days from receipt (or sooner, if the nature of the Claims Notice Asserted Liability so requires) notify the indemnified party Indemnitee of its intent to do so, and the indemnified party will cooperate, Indemnitee shall cooperate upon the request and at the expense of the indemnifying partyIndemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails Indemnifying Party elects not to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to compromise or defend the Asserted Liability, or fails to notify the indemnified party will have the right, at Indemnitee of its option, to do so in such manner election as it deems appropriate; herein provided, however, that the indemnified party will not settle or fails to diligently defend or seek to compromise any such Asserted Liability after electing to assume such defense or compromise, the Indemnitee may pay, compromise or defend such Asserted Liability and receive full indemnification for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheldits losses, conditioned or delayed). The indemnifying party will be liabilities, damages, deficiencies, costs and expenses as provided in Sections 6.2 and 6.3 hereof if entitled to indemnification under the applicable section. In any event, the Indemnitee and, in the case of an Asserted Liability defended by the Indemnitee in accordance with the previous sentence, the 13 Indemnifying Party, may participate in (but shall not have the right to control) ), at their own expense, the defense of such Asserted Liability by the Indemnifying Party or the Indemnitee, as the case may be. If the named parties of any Asserted Liability that it has elected not include both the Indemnifying Party and the Indemnitee and representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the expense of separate counsel for the Indemnitee shall be paid by the Indemnifying Party if the Indemnitee is entitled to indemnification under Section 6.2 or 6.3. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are reasonably requested for such defense and shall otherwise cooperate with the Indemnifying Party, in which event the Indemnitee shall be reimbursed for its own counsel reasonable out-of-pocket expense. All amounts required to be paid in connection with any such Asserted Liability pursuant to the determination of any court, governmental or regulatory body or arbitrator, and at its own expenseall amounts required to be paid in connection with any such compromise or settlement entered into by the Indemnifying Parry, shall be borne and paid by the Indemnifying Party. The parties agree to cooperate fully with one another in the defense, compromise or settlement of any such Asserted Liability.

Opportunity to Defend. The indemnifying party Indemnifying Party may elect to compromise or defend, and control the defense of, at its own expense and by counsel of its own counselchoosing, any Asserted Liability; provided, however, provided that the indemnifying party may not Indemnitee shall have no liability under any compromise or settle any Asserted Liability without settlement agreed to by the prior written consent of the indemnified party (Indemnifying Party to which it has not consented in writing, which consent will shall not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality). If the indemnifying party Indemnifying Party elects to compromise or defend such Asserted Liability, it will shall within thirty 30 days (30) calendar days from receipt or sooner, if the nature of the Claims Notice Asserted Liability so requires) notify the indemnified party Indemnitee of its intent to do so, and the indemnified party will cooperate, Indemnitee shall cooperate upon the request and at the expense of the indemnifying partyIndemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails Indemnifying Party elects not to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to compromise or defend the Asserted Liability, or fails to notify the indemnified party will have the right, at Indemnitee of its option, to do so in such manner election as it deems appropriate; herein provided, however, that the indemnified party will not settle or fails to diligently defend or seek to compromise any such Asserted Liability after electing to assume such defense or compromise, the Indemnitee may pay, compromise or defend such Asserted Liability and receive full indemnification for which it seeks indemnification hereunder without its losses, liabilities, damages, deficiencies, costs and expenses as provided in Sections 9.2 and 9.3 hereof. In any event, the prior written consent of Indemnitee and the indemnifying party (which will not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled to Indemnifying Party may participate in (but shall not have the right to control) ), at their own expense, the defense of any such Asserted Liability that it has elected not by the Indemnifying Party or the Indemnitee, respectively. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are reasonably requested for such defense and shall otherwise cooperate with the Indemnifying Party, in which event the Indemnitee shall be reimbursed for its own counsel out-of-pocket expense. All amounts required to be paid in connection with any such Asserted Liability pursuant to the determination of any court, governmental or regulatory body or arbitrator, and at its own expenseall amounts required to be paid in connection with any such compromise or settlement entered into by the Indemnifying Party, shall be borne and paid by the Indemnifying Party. The parties agree to cooperate fully with one another in the defense, compromise or settlement of any such Asserted Liability.

Opportunity to Defend. The indemnifying party Subject to the provisions of Section 6.6, an Indemnifying Party may elect to compromise or defenddefend any Asserted Liability, at its own expense and by with counsel of its own counselchoice reasonably acceptable to the Indemnified Party, any Asserted Liability; providedprovided that the Indemnifying Party has acknowledged responsibility for defending, however, indemnifying and holding the indemnifying party may not compromise or settle any Asserted Liability without Indemnified Party harmless with respect thereto. If the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) unless Indemnifying Party (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims does not elect to defend against the indemnified party for all matters that were or could have been asserted in connection Asserted Liability, (ii) fails to notify the Indemnified Party of its election so to defend within twenty (20) days after receipt by the Indemnifying Party of a Claims Notice with respect to such claimAsserted Liability, or (iiiii) involves no other matters binding upon contests its obligation so to indemnify, defend and hold the indemnified party (other than obligations of confidentiality). If Indemnified Party harmless, then the indemnifying party elects Indemnified Party shall have the right to compromise pay, compromise, contest or defend such Asserted Liability, it will within thirty (30) calendar days from receipt Liability on behalf of and for the account and risk of the Claims Notice notify the indemnified party of its intent to do so, and the indemnified party will cooperate, at the expense of the indemnifying party, Indemnifying Party. Anything in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only 6.5 to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until contrary notwithstanding, (i) the indemnifying party elects to defend the Asserted Liability, the indemnified party will Indemnified Party shall have the right, at its optionown cost and for its own account (except as provided in Section 6.6), to do so in such manner as it deems appropriate; providedcompromise, howevercontest or defend any Asserted Liability, that and (ii) the indemnified party will not Indemnifying Party shall not, without the Indemnified Party’s prior written consent, settle or compromise any Asserted Liability for or consent to the entry of any judgment which it seeks indemnification hereunder without does not include an unconditional release the prior written consent Indemnified Party from all Liability in respect of such Asserted Liability. In any event, the indemnifying party (which will not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled to Indemnified Party and the Indemnifying Party may participate in (but not to control) ), at its own expense, the defense of any Asserted Liability that it has elected not the other is defending, as provided in this Agreement. The parties shall cooperate fully with each other as to defend all Asserted Liabilities and shall make available to each other as reasonably requested (A) all information, records, and documents relating to all Asserted Liabilities and (B) their respective personnel, agents, and other representatives who may have particular knowledge with its own counsel and at its own expenserespect to any Asserted Liability.

Opportunity to Defend. The indemnifying party may elect Indemnifying Party shall have fifteen (15) days (or earlier if required to compromise avoid a default judgment) after receipt of the aforementioned notice to undertake to settle or defend, at its own expense and by counsel of its own counselchoosing, any which counsel shall be reasonably satisfactory to the Indemnitee, such Asserted Liability; provided, however, the indemnifying party may not compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality). If the indemnifying party Indemnifying Party so elects to compromise settle or defend such Asserted Liability, it will within thirty (30) calendar days from receipt of the Claims Notice shall promptly notify the indemnified party Indemnitee of its intent to do so. So long as the Indemnifying Party is reasonably contesting such Asserted Liability in good faith, and the indemnified party Indemnitee may not settle or pay such Asserted Liability. After notice from the Indemnifying Party to the Indemnitee of its election to assume the defense of such claim or action, the Indemnifying Party will cooperatenot be liable to the Indemnitee for any legal or other expenses subsequently incurred by the Indemnitee in connection with the defense thereof; provided, however, that the Indemnitee may participate, at the expense of the indemnifying partyits sole expense, in the compromise settlement of, or defense against, such Asserted LiabilityLiability provided that the Indemnifying Party in all such instances shall be responsible for directing and controlling the settlement of, or defense against, such action. If the indemnified party fails Indemnifying Party elects not to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only undertake to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to settle or defend against the Asserted Liability, fails to notify the indemnified party will have the right, at Indemnitee of its option, to do so in such manner election as it deems appropriate; herein provided, howeveror does not accept its obligation to indemnify under this Agreement, that the indemnified party will not settle Indemnitee may settle, compromise or compromise any defend such Asserted Liability for which it seeks indemnification hereunder without in the prior written consent exercise of its exclusive discretion at the expense of the indemnifying party (which will not be unreasonably withheldIndemnifying Party and the Indemnifying Party shall promptly reimburse the Indemnitee for the amount of all costs and expenses incurred by the Indemnitee in connection with the settlement of or defense against the Asserted Liability to the extent provided in Section 9.01 or 9.02, conditioned or delayed)as the case may be. The indemnifying party will be entitled to participate in (but not to control) If no settlement of the defense Asserted Liability is entered into, the Indemnifying Party shall promptly reimburse the Indemnitee for the amount of any judgment rendered with respect to such Asserted Liability that it has elected not and all related and bona fide expenses incurred by the Indemnitee in defense against such action to defend with its own counsel and at its own expensethe extent recoverable under Section 9.01 or 9.02, as the case may be.

Opportunity to Defend. The indemnifying party Indemnifying Party will have the right, exercisable by written notice to the Indemnified Party within thirty (30) days of receipt of a Claims Notice from the Indemnified Party of the commencement or assertion of any Liability Claim in respect of which indemnity may elect be sought hereunder, to compromise or defend, at its own expense assume and conduct the defense of such Liability Claim in accordance with the limits set forth in this Agreement with counsel selected by its own counsel, any Asserted Liabilitythe Indemnifying Party and reasonably acceptable to the Indemnified Party; provided, however, that (i) the indemnifying party Liability Claim solely seeks (and continues to seek) monetary damages and (ii) the Indemnifying Party expressly agrees in writing that as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party will be solely obligated to satisfy and discharge the Liability Claim (as finally determined pursuant to the provisions of this Article XII) in accordance with the limits set forth in this Agreement (the conditions set forth in clauses (i) and (ii) are collectively referred to as the “Litigation Conditions”). If the Indemnifying Party does not assume the defense of a Liability Claim in accordance with this Section 12.3(b), the Indemnified Party may continue to defend the Liability Claim. If the Indemnifying Party has assumed the defense of a Liability Claim as provided in this Section 12.3(b), the Indemnifying Party will not compromise be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof; provided, however, that if (i) any of the Litigation Conditions cease to be met, or settle (ii) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Liability Claim, the Indemnified Party may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or incurred in connection therewith. The Indemnifying Party or the Indemnified Party, as the case may be, will have the right to participate in (but not control), at its own expense, the defense of any Asserted Liability Claim which the other is defending as provided in this Agreement. The Indemnifying Party, if it will have assumed the defense of any Liability Claim as provided in this Agreement, will not, without the prior written consent of the indemnified party (Indemnified Party, which consent will shall not be unreasonably withheld, conditioned or delayed) unless , consent to a settlement of, or the entry of any judgment arising from, any such Liability Claim that (i) such compromise does not include as an unconditional term thereof the giving by the claimant or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides plaintiff to the Indemnified Party a complete release of, or dismissal with prejudice of, from all claims against the indemnified party for all matters that were or could have been asserted liability in connection with respect of such claim, Liability Claim or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality)grants any injunctive or equitable relief. If the indemnifying party elects to compromise or defend such Asserted Liability, it will within thirty (30) calendar days from receipt of the Claims Notice notify the indemnified party of its intent to do so, and the indemnified party will cooperate, at the expense of the indemnifying party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to defend the Asserted Liability, the indemnified party The Indemnified Party will have the rightright to settle any Liability Claim, at its option, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled to participate in (but not to control) the defense of which has not been assumed by the Indemnifying Party, in its discretion exercised in good faith and upon advice of counsel, either before or after the initiation of litigation, at such time and upon such terms as the Indemnified Party deems fair and reasonable, provided that (x) at least ten (10) days prior to any Asserted such settlement, the Indemnifying Party has given its written consent to such settlement and (y) the Liability that it has elected not Claim to defend with its own counsel and at its own expensebe settled solely seeks monetary damages.

Opportunity to Defend. The indemnifying party Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party within thirty (30) calendar days after receipt of a Claims Notice from the Indemnified Party of the commencement or assertion of any Liability Claim in respect of which indemnity may elect be sought hereunder, to compromise or defendassume and conduct the defense of such Liability Claim in accordance with the limits set forth in this Agreement with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. If the Indemnifying Party does not assume the defense of a Liability Claim in accordance with this Section 11.3(b), at the Indemnified Party may continue to defend the Liability Claim with counsel of its own expense choice. If the Indemnifying Party has assumed the defense of a Liability Claim as provided in this Section 11.3(b), the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof and by its own counsel, any Asserted Liabilityshall control the defense; provided, however, that if the indemnifying party Indemnifying Party fails to take reasonable steps necessary to defend diligently such Liability Claim, the Indemnified Party may assume and control its own defense, and the Indemnifying Party shall be liable for all reasonable costs or expenses paid or incurred in connection therewith. The Indemnifying Party or the Indemnified Party, as the case may be, shall at all times have the right to participate in (but not compromise control), at its own expense, the defense of any Liability Claim which the other is defending as provided in this Agreement but not to the extent it would or settle would be reasonably likely to result in prejudice to the Indemnifying Party unless the Indemnifying Party either fails to assume the defense of a Liability Claim or fails to take reasonable steps necessary to defend diligently such Liability Claim. The Indemnifying Party, if it shall have assumed the defense of any Asserted Liability Claim as provided in this Agreement, shall not, without the prior written consent of the indemnified party (Indemnified Party, which consent will shall not be unreasonably withheld, conditioned consent to a settlement of, or delayedthe entry of any judgment arising from, any such Liability Claim which (1) unless (i) such compromise does not include as an unconditional term thereof, the giving by the claimant or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides plaintiff to the Indemnified Party a complete release of, or dismissal with prejudice of, from all claims against the indemnified party for all matters that were or could have been asserted in connection with liability under such claimLiability Claim, or (ii2) involves no other matters binding upon the indemnified party (other than obligations of confidentiality). If the indemnifying party elects to compromise grants any injunctive or defend equitable relief against such Asserted Liability, it will within thirty (30) calendar days from receipt of the Claims Notice notify the indemnified party of Indemnified Party or its intent to do so, and the indemnified party will cooperate, at the expense of the indemnifying party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to defend the Asserted Liability, the indemnified party will Affiliates The Indemnified Party shall have the rightright to settle any Liability Claim, at its option, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled to participate in (but not to control) the defense of any Asserted Liability that it which has elected not to defend with its own counsel and at its own expensebeen assumed by the Indemnifying Party.

Opportunity to Defend. The indemnifying party Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party within thirty (30) days of receipt of a Claims Notice from the Indemnified Party of the commencement or assertion of any Liability Claim in respect of which indemnity may elect be sought under this Article VII, to compromise or defendassume and conduct the defense of such Liability Claim, at its own expense in accordance with the limits set forth in this Agreement, with counsel selected by the Indemnifying Party and by its own counsel, any Asserted Liabilityreasonably acceptable to the Indemnified Party; provided, however, that (i) the indemnifying party defense of such Liability Claim by the Indemnifying Party will not, in the reasonable judgment of the Indemnified Party, have a material adverse effect on the Indemnified Party; (ii) the Indemnifying Party has sufficient financial resources, in the reasonable judgment of the Indemnified Party, to satisfy the amount of any adverse monetary judgment that is reasonably likely to result; and (iii) the Liability Claim solely seeks (and continues to seek) monetary damages (the conditions set forth in clauses (i) through (iii) are collectively referred to as the “Litigation Conditions”). If the Indemnifying Party does not assume the defense of a Liability Claim in accordance with this Section 7.2(b), the Indemnified Party may continue to defend the Liability Claim. If the Indemnifying Party has assumed the defense of a Liability Claim as provided in this Section 7.2(b), the Indemnifying Party will not compromise be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense of the Liability Claim; provided, however, that if (A) any of the Litigation Conditions cease to be met or settle (B) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Liability Claim, the Indemnified Party may assume its own defense, and the Indemnifying Party shall be liable for all reasonable costs or expenses paid or incurred by the Indemnified Party in connection with such defense. The Indemnifying Party or the Indemnified Party, as the case may be, shall have the right to participate in (but not control), at its own expense, the defense of any Asserted Liability Claim which the other is defending as provided in this Agreement. The Indemnifying Party, if it shall have assumed the defense of any Liability Claim as provided in this Agreement, shall not, without the prior written consent of the indemnified party Indemnified Party, consent to a settlement of, or the entry of any judgment arising from, any such Liability Claim which (which consent will x) does not be unreasonably withheld, conditioned include as an unconditional term thereof the giving by the claimant or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides plaintiff to the Indemnified Party a complete release of, or dismissal with prejudice of, from all claims against the indemnified party for all matters that were or could have been asserted liability in connection with respect of such claimLiability Claim, or (iiy) involves no other matters binding upon grants any injunctive or equitable relief, or (z) may reasonably be expected to have an adverse effect on the indemnified party (other than obligations of confidentiality). If the indemnifying party elects to compromise or defend such Asserted Liability, it will within thirty (30) calendar days from receipt affected business of the Claims Notice notify the indemnified party of its intent to do so, and the indemnified party will cooperate, at the expense of the indemnifying party, in the compromise of, or defense against, such Asserted LiabilityIndemnified Party. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to defend the Asserted Liability, the indemnified party will The Indemnified Party shall have the rightright to settle any Liability Claim, at its option, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled to participate in (but not to control) the defense of any Asserted Liability that it which has elected not to defend with its own counsel and at its own expensebeen assumed by the Indemnifying Party.

Opportunity to Defend. The indemnifying party Indemnifying Party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; provided, however, the indemnifying party may not compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality). If the indemnifying party Indemnifying Party elects to compromise or defend such Asserted Liability, it will shall, within thirty 30 days (30) calendar days from receipt or sooner, if the nature of the Claims Notice Asserted Liability so requires) notify the indemnified party Indemnitee of its intent to do so, and the indemnified party will Indemnitee shall cooperate, at the expense of the indemnifying partyIndemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails Indemnifying Party elects not to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to compromise or defend the Asserted Liability, fails to notify the indemnified party will have Indemnitee of its election as herein provided or contests its obligations to defend under this Agreement, the rightIndemnitee may pay, compromise or defend such Asserted Liability (at its optionthe Indemnifying Party's sole cost and expense). Notwithstanding the foregoing, to do so in such manner as it deems appropriateneither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of the other; provided, however, that if the indemnified party will not settle settlement or compromise does not result in any Asserted Liability for which it seeks indemnification hereunder without liability to the prior written Indemnifying Party, consent of the indemnifying party (which will to such settlement or compromise shall not be unreasonably withheld. In any event, conditioned the Indemnitee and the Indemnifying Party may participate, at their own expense, in the defense of such Asserted Liability. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or delayedother documents within its control that are necessary or appropriate for such defense (in the judgment of counsel engaged by the Indemnifying Party). The indemnifying party will be entitled Indemnitee has the right to participate in (but not to control) the defense of any Asserted Liability that it has elected not to defend with employ its own counsel in any compromise of, or defense against, any Asserted Liability, or in connection with the Indemnitee's provision of reasonable cooperation and assistance to the Indemnifying Party or the Indemnifying Party's counsel as provided above, but the fees, expenses and other charges of such counsel employed by the Indemnitee will be at its own expensethe expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized in writing by the Indemnifying Party or (ii) the Indemnifying Party has not in fact employed counsel to compromise or defend against the Asserted Liability within a reasonable time, in each of which cases the reasonable fees, disbursements and other charges of counsel retained by the Indemnitee will be at the expense of the Indemnifying Party. It is understood that the Indemnifying Party shall not, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements and other charges of more than one separate firm admitted to practice in such jurisdiction at any one time retained by the Indemnitee unless the employment of more than one counsel has been authorized in writing by the Indemnifying Party.

Opportunity to Defend. The indemnifying party Indemnifying Party has the right, exercisable by written notice to the Indemnified Party within fifteen (15) Business Days after receipt of a Claims Notice from the Indemnified Party of the commencement or assertion of any Liability Claim in respect of which indemnity may elect be sought under this Article 8, to compromise or defend, at its own expense assume and conduct the defense of such Liability Claim in accordance with the limits set forth in this Agreement with counsel selected by its own counsel, any Asserted Liabilitythe Indemnifying Party and reasonably acceptable to the Indemnified Party; provided, however, that the indemnifying party (i) defense of such Liability Claim by the Indemnifying Party will not, in the reasonable judgment of the Indemnified Party, have a material adverse effect on the Indemnified Party; (ii) Indemnifying Party has adequate financial resources, in the reasonable judgment of the Indemnified Party, to satisfy the amount of any adverse monetary judgment that is reasonably likely to result; (iii) Liability Claim solely seeks (and continues to seek) monetary damages; (iv) Liability Claim does not include criminal charges; (v) Liability Claim does not involve or relate to any Material Customer; and (vi) Liability Claim does not relate to Section 8.1(a)(i)(E) (the conditions set forth in clauses (i) through (v) are, collectively, the “Litigation Conditions”). If the Indemnifying Party does not assume the defense of a Liability Claim in accordance with this Section 8.2(b), the Indemnified Party may continue to defend the Liability Claim. If the Indemnifying Party has assumed the defense of a Liability Claim as provided in this Section 8.2(b), the Indemnifying Party will not compromise be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense of the Liability Claim; provided, however, that if (i) any of the Litigation Conditions ceases to be met or settle (ii) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Liability Claim, the Indemnified Party may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or incurred in connection with such defense. The Indemnifying Party or the Indemnified Party, as the case may be, has the right to participate in (but not control), at its own expense, the defense of any Asserted Liability Claim that the other is defending as provided in this Agreement. The Indemnifying Party, if it has assumed the defense of any Liability Claim as provided in this Agreement, may not, without the prior written consent of the indemnified party (which Indemnified Party, consent will not be unreasonably withheldto a settlement of, conditioned or delayed) unless the entry of any judgment arising from, any such Liability Claim that (i) such compromise does not include as an unconditional term thereof the giving by the claimant or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides plaintiff to the Indemnified Party of a complete release offrom all liability in respect of such Liability Claim, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon grants any injunctive or equitable relief or (iii) may reasonably be expected to have an adverse effect on the indemnified party (other than obligations of confidentiality). If the indemnifying party elects to compromise or defend such Asserted Liability, it will within thirty (30) calendar days from receipt affected business of the Claims Notice notify Indemnified Party. The Indemnified Party has the indemnified party of its intent right to do so, and the indemnified party will cooperate, at the expense of the indemnifying party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to defend the Asserted Liabilitysettle any Liability Claim, the indemnified party will have defense of which has not been assumed by the rightIndemnifying Party, at its option, to do so in such manner as once it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without has secured the prior written consent of the indemnifying party Indemnifying Party (which will consent shall not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled to participate in (but not to control) the defense of any Asserted Liability that it has elected not to defend with its own counsel and at its own expense.

Opportunity to Defend. The indemnifying party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; provided, however, the indemnifying party may not compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality)party. If the indemnifying party elects to compromise or defend such Asserted Liability, it will shall within thirty (30) calendar days from receipt of the Claims Notice (or sooner, if the nature of the Asserted Liability so requires) notify the indemnified party of its intent to do so, and the indemnified party will shall cooperate, at the expense of the indemnifying party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects not to compromise or defend the Asserted Liability, fails to notify the indemnified party will have the rightof its election as herein provided or contests its obligation to indemnify under this Article XI, at its option, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle may pay, compromise or compromise any defend such Asserted Liability for which it seeks indemnification hereunder without at the prior written consent expense of the indemnifying party (party, in respect of which will not be unreasonably withheld, conditioned or delayed). The the indemnifying party will be entitled may have an obligation to indemnify as set forth under this Article XI. Notwithstanding the foregoing, each of the indemnified party and the indemnifying party may participate at its own expense in (but not to control) the defense of any such Asserted Liability that it has elected not to defend with its own counsel and at its own expenseLiability.

Opportunity to Defend. The indemnifying party Indemnifying Party has the right, exercisable by written notice to the Indemnified Party within 30 days after receipt of a Claims Notice from the Indemnified Party of the commencement or assertion of any Liability Claim in respect of which indemnity may elect be sought under this Article IX, to compromise or defend, at its own expense assume and conduct the defense of such Liability Claim in accordance with the limits set forth in this Agreement with counsel selected by its own counsel, any Asserted Liabilitythe Indemnifying Party and reasonably acceptable to the Indemnified Party; provided, however, that (i) the indemnifying party defense of such Liability Claim by the Indemnifying Party will not, in the reasonable judgment of the Indemnified Party, have a Material Adverse Effect or Buyer Material Adverse Effect, as the case may be, on the Indemnified Party; (ii) the Indemnifying Party has sufficient financial resources, in the reasonable judgment of the Indemnified Party, to satisfy the amount of any adverse monetary judgment that is reasonably likely to result; (iii) the Liability Claim solely seeks (and continues to seek) monetary damages; and (iv) the Indemnifying Party expressly agrees in writing that as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party may only satisfy and discharge the Liability Claim in accordance with the limits set forth in this Agreement (the conditions set forth in clauses (i) through (iv) are, collectively, the “Litigation Conditions”). If the Indemnifying Party does not compromise assume the defense of a Liability Claim in accordance with this Section 9.3(b), the Indemnified Party may continue to defend the Liability Claim. If the Indemnifying Party has assumed the defense of a Liability Claim as provided in this Section 9.3(b), the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense of the Liability Claim; provided, however, that if (i) any of the Litigation Conditions cease to be met or settle (ii) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Liability Claim, the Indemnified Party may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or incurred in connection with such defense. The Indemnifying Party or the Indemnified Party, as the case may be, has the right to participate in (but not control), at its own expense, the defense of any Asserted Liability Claim which the other is defending as provided in this Agreement. The Indemnifying Party, if it has assumed the defense of any Liability Claim as provided in this Agreement, may not, without the prior written consent of the indemnified party (which Indemnified Party, consent will not be unreasonably withheldto a settlement of, conditioned or delayed) unless the entry of any judgment arising from, any such Liability Claim that (i) such compromise does not include as an unconditional term thereof the giving by the claimant or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides plaintiff to the Indemnified Party a complete release offrom all liability in respect of such Liability Claim, (ii) grants any injunctive or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claimequitable relief, or (iiiii) involves no other matters binding upon would reasonably be expected to cause a Material Adverse Effect or Buyer Material Adverse Effect, as the indemnified party (other than obligations of confidentiality). If case may be, on the indemnifying party elects to compromise or defend such Asserted Liability, it will within thirty (30) calendar days from receipt affected business of the Claims Notice notify the indemnified party of its intent to do so, and the indemnified party will cooperate, at the expense of the indemnifying party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to defend the Asserted Liability, the indemnified party will have the right, at its option, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed)Indemnified Party. The indemnifying party will be entitled Indemnified Party has the right to participate in (but not to control) settle any Liability Claim, the defense of any Asserted Liability that it which has elected not to defend with its own counsel been assumed by the Indemnifying Party using good faith and at its own expensecommercial reasonableness.

Opportunity to Defend. The indemnifying party may elect Indemnifying Party has the right, exercisable by written notice to compromise or defendthe Indemnified Party within 30 days after receipt of a Claims Notice from the Indemnified Party, at its own expense to assume and conduct the defense of the Liability Claim described in such Claims Notice in accordance with the limits set forth in this Agreement with counsel selected by its own counsel, any Asserted Liabilitythe Indemnifying Party and reasonably acceptable to the Indemnified Party; provided, however, that there is no conflict of interest that, under applicable principles of legal ethics, as expressed in a written opinion of counsel to the indemnifying party Indemnified Party, would prohibit a single counsel from representing both the Indemnified Party and the Indemnifying Party in such action. If the Indemnifying Party does not assume the defense of a Liability Claim in accordance with this Section 7.2(b), then the Indemnified Party may continue to defend such Liability Claim. If the Indemnifying Party has assumed the defense of a Liability Claim as provided in this Section 7.2(b), then the Indemnifying Party will not compromise be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense of the Liability Claim; provided, however, that if (i) a conflict of interest has arisen or settle (ii) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Liability Claim, the Indemnified Party may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or incurred by the Indemnified Party in connection with such defense. The Indemnifying Party or the Indemnified Party, as the case may be, has the right to participate in (but not control), at its own expense, the defense of any Asserted Liability Claim that the other is defending as provided in this Agreement. The Indemnifying Party, if it has assumed the defense of any Liability Claim as provided in this Agreement, may not, without the prior written consent of the indemnified party Indemnified Party, consent to a settlement of, or the entry of any judgment arising from, any such Liability Claim that (which consent will A) does not be unreasonably withheld, conditioned include as an unconditional term thereof the giving by the claimant or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides plaintiff to the Indemnified Party of a complete release offrom all liability in respect of such Liability Claim, (B) grants any injunctive or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, equitable relief or (iiC) involves no other matters binding upon may reasonably be expected to have an adverse effect on the indemnified party (other than obligations of confidentiality). If the indemnifying party elects to compromise or defend such Asserted Liability, it will within thirty (30) calendar days from receipt affected business of the Claims Notice notify the indemnified party of its intent to do so, and the indemnified party will cooperate, at the expense of the indemnifying party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to defend the Asserted Liability, the indemnified party will have the right, at its option, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed)Indemnified Party. The indemnifying party will be entitled Indemnified Party has the right to participate in (but not to control) settle any Liability Claim, the defense of any Asserted Liability that it which has elected not to defend with its own counsel and at its own expensebeen assumed by the Indemnifying Party.

Opportunity to Defend. The indemnifying party Indemnifying Party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; provided, however, the indemnifying party may not compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality). If the indemnifying party Indemnifying Party elects to compromise or defend such Asserted Liability, it will shall within thirty (30) calendar days from receipt (or sooner, if the nature of the Claims Notice Asserted Liability so requires) notify the indemnified party Indemnitee of its intent to do so, and the indemnified party will Indemnitee shall cooperate, at the expense of the indemnifying partyIndemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails Indemnifying Party elects not to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to compromise or defend the Asserted Liability, fails to notify the indemnified party will Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee may pay, compromise or defend such Asserted Liability at the expense of the Indemnifying Party. Subject to the limitations contained in Section 11.4.3 on the obligations of the Indemnifying Party in respect of proposed settlements, the Indemnitee shall have the rightright to employ its own counsel with respect to any Asserted Liability, but the fees and expenses of such counsel shall be at the expense of such Indemnitee unless (a) the employment of such counsel at the expense of the Indemnifying Party shall have been authorized in writing by the Indemnifying Party in connection with the defense of such action, or (b) such Indemnifying Party shall not have, as provided above, promptly employed counsel reasonably satisfactory to the Indemnitee to take charge of the defense of such action. The Indemnitee, at its optionown cost, may employ separate counsel to do so in assert, based on an opinion of counsel, one or more legal defenses available to it which are different from or additional to those available to such manner as it deems appropriate; provided, however, that Indemnifying Party the indemnified party will Indemnifying Party shall not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without have the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled right to participate in (but not to control) direct the defense of any Asserted Liability that it has elected not such action on behalf of the Indemnitee in respect of such different or additional defenses. If the Indemnifying Party chooses to defend with any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its own counsel and at its own expensecontrol that are necessary or appropriate for such defense.

Opportunity to Defend. The indemnifying party Indemnifying Party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; provided, however, Liability and if it does so the indemnifying party may not compromise or settle any Indemnifying Party shall have the right to make all judgments and decisions in respect of the handling of the defense of such Asserted Liability without and the prior written consent settlement or compromise of the indemnified party (which consent will not be unreasonably withheldAsserted Liability, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which subject to the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations provisions of confidentiality)this Section 8.05. If the indemnifying party Indemnifying Party elects to compromise or defend such Asserted Liability, it will shall within thirty (30) calendar 30 days from receipt of the Claims Notice (or sooner, if the nature of the Asserted Liability so requires) notify the indemnified party Indemnitee of its intent to do so, and the indemnified party will Indemnitee shall cooperate, as requested by and at the expense of the indemnifying partyIndemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party Indemnifying Party elects not to defend the Asserted Liability, fails to notify the indemnified party will have Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement, the rightIndemnitee may pay, at its optioncompromise, or defend such Asserted Liability. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim subject to do so in such manner as it deems appropriate; indemnification over the objection of the other, provided, however, that the indemnified party will not settle consent to settlement or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will shall not be unreasonably withheld. In any event, conditioned or delayed). The indemnifying party will be entitled to participate the Indemnitee and the Indemnifying Party may participate, at their own expense, in (but not to control) the defense of any such Asserted Liability that it has elected not Liability. If the Indemnifying Party chooses to defend with any claim, the Indemnitee shall make available to the Indemnifying Party any books, records, or other documents within its own counsel and at its own expensecontrol that are necessary or appropriate for such defense.

Opportunity to Defend. The indemnifying party Indemnifying Party may elect to --- --------------------- compromise or defend, at its own expense and by its own counselcounsel which shall be reasonably acceptable to the Indemnitee, any Asserted Liability; provided, howeverprovided that -------- in the event that under then applicable standards of professional conduct the Indemnitee is required to be represented by separate counsel and the Indemnitee elects to be represented by separate counsel, the indemnifying party may not Indemnifying Party shall pay the fees and expenses of one law firm incurred by the Indemnitee in the compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice ofdefense against, all claims against such matter; and provided -------- further that if the indemnified party Asserted Liability includes only a request for all matters that were or could have been asserted in connection with such claiminjunctive ------- relief, or the Indemnitee may control the defense thereof (iiat the Indemnifying Party's expense) involves no and if the Asserted Liability includes a request for injunctive relief and other matters binding upon remedies, the indemnified party Indemnitee may (other than obligations at its own expense) share control of confidentiality)the defense thereof to the extent of the injunctive relief claims. If the indemnifying party Indemnifying Party elects to compromise or defend such Asserted Liability, it will shall within thirty 30 days (30) calendar days from receipt or sooner, if the nature of the Claims Notice Asserted Liability so requires) notify the indemnified party Indemnitee of its intent to do so, and the indemnified party will Indemnitee shall cooperate, at the expense of the indemnifying partyIndemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails Indemnifying Party elects not to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to compromise or defend the Asserted Liability, Liability or fails to notify the indemnified party will have the right, at Indemnitee of its option, to do so in such manner election as it deems appropriate; herein provided, howeveror otherwise fails to timely assume such defense the Indemnitee may pay, that compromise or defend such Asserted Liability at the indemnified party will not Indemnifying Party's expense. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any Asserted Liability for which it seeks indemnification hereunder without over the prior written consent objection of the indemnifying party (which will other; provided, however, consent to settlement or compromise shall not -------- ------- be unreasonably withheld, conditioned withheld or delayed). The indemnifying party will be entitled to participate In any event, the Indemnitee and the Indemnifying Party may participate, at their own expense, in (but not to control) the defense of such Asserted Liability. If the Indemnifying Party chooses to defend any Asserted Liability Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that it has elected not to defend with its own counsel and at its own expenseare necessary or appropriate for such defense.

Opportunity to Defend. The indemnifying party Indemnitor may elect to compromise or --------------------- defend, at its own expense and by its own counselcounsel (subject to the reasonable approval of Indemnitee), any Asserted Liability; provided, however, the indemnifying party that Indemnitor may not compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) Indemnitee unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party Indemnitee and any other indemnifiable parties hereunder is are fully indemnified or involves other matters not binding upon Indemnitee and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality)indemnifiable parties. If the indemnifying party Indemnitor elects to compromise or defend such Asserted Liability, it will shall within thirty 30 days (30) calendar days from receipt or sooner, if the nature of the Claims Notice Asserted Liability so requires) notify the indemnified party Indemnitee of its intent to do soso with counsel reasonably satisfactory to Indemnitee, and the indemnified party will cooperate, at the expense of the indemnifying party, Indemnitee shall cooperate in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperateIndemnitor so elects, then each indemnifying party will Indemnitor shall be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects obligated to defend the such Asserted Liability and pay all Damages incurred in such defense until either (a) Indemnitor and Indemnitee agree otherwise, or (b) a court of competent jurisdiction determines that Indemnitor does not have an obligation to indemnify Indemnitee. If Indemnitor elects not to compromise or defend any Asserted Liability, the indemnified party will fails to notify Indemnitee of its election as provided herein or contests its obligation to indemnify Indemnitee, Indemnitee shall have the rightabsolute right to pay, at its option, to do so compromise or defend such Asserted Liability in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise respect of any Asserted Liability for which Indemnitor may have an indemnification obligation hereunder, without prejudice to any right Indemnitee may have hereunder. If Indemnitee elects to pay, compromise or defend such Asserted Liability pursuant to the foregoing provisions, all Damages incurred by Indemnitee in connection therewith shall be paid by Indemnitor as incurred by Indemnitee unless Indemnitor contests its obligation to indemnify Indemnitee, in which case Indemnitor shall pay or reimburse Indemnitee for such Damages if and when it seeks is finally determined that Indemnitee is entitled to indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed)from Indemnitor hereunder. The indemnifying party will be entitled which elects to participate compromise or defend any Asserted Liability pursuant to the foregoing provisions shall control the matter subject to such provisions. In any event, once Indemnitor elects to defend any Asserted Liability, Indemnitee may participate, at its own expense from that point in (but not to control) time, in the defense of any Asserted Liability that it has elected not Liability. If any party chooses to defend with its own counsel and at its own expenseor participate in the defense of any Asserted Liability, it shall have the right to receive from the other parties, subject to any restriction of applicable law or that may be necessary to preserve the privilege of attorney-client communications, any books, records or other documents within such other parties' control that are necessary or appropriate for such defense.

Opportunity to Defend. The indemnifying party Indemnifying Party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; provided, however, the indemnifying party may not compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality). If the indemnifying party Indemnifying Party elects to compromise or defend such Asserted Liability, it will shall within thirty (30) calendar days from receipt (or sooner, if the nature of the Claims Notice Asserted Liability so requires) notify the indemnified party Indemnitee of its intent to do so, and the indemnified party will Indemnitee shall cooperate, at the expense of the indemnifying partyIndemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails Indemnifying Party elects not to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to compromise or defend the Asserted Liability, fails to notify the indemnified party will Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee may pay, compromise or defend such Asserted Liability. In the event that the Indemnitee shall in good faith determine that the conduct of the defense of any claim subject to indemnification hereunder or any proposed settlement of any such claim by the Indemnifying Party might be expected to adversely affect the Indemnitee's Tax liability or the ability of either AVTEAM or AVTEAM Sub to conduct its business, or that the Indemnitee may have available to it one or more defenses or counterclaims that are inconsistent with one or more of those defenses that may be available to the Indemnifying Party in respect of such claim or any litigation relating thereto, the Indemnitee shall have the rightright at all times to take over and assume control over the defense, settlement, negotiations or litigation relating to any such claim at its optionthe sole cost of the Indemnifying Party. Notwithstanding the foregoing, to do so in such manner as it deems appropriate; neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of the other, provided, however, that the indemnified party will not settle consent to settlement or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will shall not be unreasonably withheld. In any event, conditioned or delayed). The indemnifying party will be entitled to participate the Indemnitee and the Indemnifying Party may participate, at their own expense, in (but not to control) the defense of any such Asserted Liability that it has elected not Liability. If the Indemnifying Party chooses to defend with the claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its own counsel and at its own expensecontrol that are necessary or appropriate for such defense.

Opportunity to Defend. The indemnifying party may elect If within ten (10) days after an Indemnified Party provides notice to compromise or the Indemnifying Party of any Third Party Claim, the Indemnified Party receives notice from the Indemnifying Party that such Indemnifying Party has elected to assume the defense of such Third Party Claim, the Indemnifying Party will have the right to defend, at its own expense sole cost and by expense, such Third Party Claim (other than any Third Party Claim of a criminal or regulatory nature, or which seeks or in respect of which there has been granted non-monetary or injunctive relief). If the Indemnifying Party elects not to defend against, negotiate, settle or otherwise deal with any Third Party Claim that relates to any Liability indemnified against hereunder, the Indemnified Party may defend against, negotiate, settle or otherwise deal with such Third Party Claim. If the Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party may participate, at its own counselexpense, in the defense of such Third Party Claim and the Indemnifying Party will not be liable for any Asserted Liabilitylegal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof; provided, however, that such Indemnified Party shall be entitled to participate in any such defense with separate counsel at the indemnifying party may not compromise expense of the Indemnifying Party if, in the reasonable opinion of counsel to the Indemnified Party (x) there are defenses available to the Indemnified Party that are different from or settle additional to those available to the Indemnifying Party, or (y) a conflict or potential conflict exists between the Indemnified Party and the Indemnifying Party that would make such separate representation advisable, and it is determined that the Third Party Claim is subject to a valid claim of indemnity against the Sellers pursuant to Section 10.1. The Parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any Asserted Liability without such Third Party Claim. Without the prior written consent of the indemnified party (Indemnified Party, which consent will shall not be unreasonably withheld, conditioned withheld or delayed) unless , the Indemnifying Party will not enter into any settlement of any Third Party Claim which (i) such compromise or settlement requires no more than does not include as an unconditional term thereof the giving by the Third-Party claimant to the Indemnified Party of a monetary payment for which the indemnified party hereunder is fully indemnified full release from all liability in respect thereof, and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon contains any admission or statement of any wrongdoing or liability on behalf of the indemnified party (other than obligations of confidentiality)Indemnified Party. If a firm offer is made by the Third Party to settle a Third Party Claim and the Indemnifying Party desires to accept and agree to such offer and indemnify the Indemnified Party in respect thereof, the Indemnifying Party will give notice to the Indemnified Party to that effect. If the indemnifying party elects Indemnified Party fails to compromise consent to such firm offer within ten (10) days after its receipt of such notice, the Indemnified Party may continue to contest or defend such Asserted LiabilityThird Party Claim and, it will within thirty (30) calendar days from receipt in such event, the maximum liability of the Claims Notice notify the indemnified party of its intent Indemnifying Party with respect to do so, and the indemnified party will cooperate, at the expense of the indemnifying party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperate, then each indemnifying party Third Party Claim will be relieved the amount of its obligations under this Section 6 only such settlement offer, plus reasonable costs and expenses paid or incurred by the Indemnified Party up to the extent that date of such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to defend the Asserted Liability, the indemnified party will have the right, at its option, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled to participate in (but not to control) the defense of any Asserted Liability that it has elected not to defend with its own counsel and at its own expensenotice.

Opportunity to Defend. The indemnifying party may elect to compromise Indemnifying Party shall satisfy or defend, at its own expense and by its own counselcounsel (provided such counsel is reasonably satisfactory to the Indemnified Party), any Asserted Liability; providedLiability for which it is obligated to provide indemnification hereunder. The Indemnifying Party shall within fourteen (14) days after receiving a Claim Notice (or sooner, however, if the indemnifying party may not compromise or settle any Asserted Liability without the prior written consent nature of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality). If the indemnifying party elects to compromise or defend such Asserted Liability, it will within thirty (30or the requirements of any related litigation or proceeding, so requires) calendar days from receipt of the Claims Notice notify the indemnified party Indemnified Party of its intent election to do soeither satisfy or defend against the Asserted Liability, and the indemnified party will cooperate, at the expense of the indemnifying party, Indemnified Party shall reasonably cooperate in the any compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party Indemnifying Party elects to defend the Asserted Liability, it may settle or compromise the indemnified party will have claim but only in accordance with the rightprovisions hereof. If the Indemnifying Party fails to satisfy or defend the Asserted Liability as herein required, fails to notify the Indemnified Party of its election as herein provided, abandons its efforts to compromise or defend against the Asserted Liability or contests its obligation under this Agreement to provide indemnity for such Asserted Liability, the Indemnified Party may pay, compromise or defend such Asserted Liability, without prejudice to or compromise of its rights to indemnification. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnified Party may settle or compromise any claim over the reasonable objection of the other, provided, however, that consent to settlement or compromise shall not be unreasonably withheld or delayed; provided further that it shall be reasonable for the Indemnified Party to require, as an unconditional term of the settlement or compromise (i.e., there being no requirement that the Indemnified Party pay any amount of money or give any other consideration), that the claimant or plaintiff give to the Indemnified Party a release, in form and substance reasonably satisfactory to the Indemnified Party, from all liability in respect of the Asserted Liability. In any event, the Indemnified Party may participate, at its optionown expense, to do so in the defense of any such manner as it deems appropriateAsserted Liability; provided, however, that that, notwithstanding the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without foregoing, the prior written consent Indemnifying Party shall bear the reasonable fees, costs and expenses of such separate counsel of the indemnifying party Indemnified Party if (which will not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled to participate in (but not to controli) the defense use of counsel chosen by the Indemnifying Party would present such counsel with a conflict of interest (provided such conflict was communicated to the Indemnifying Party by the Indemnified Party when the Indemnified Party's consent to such counsel was requested), or (ii) the actual or potential defendants in, or targets of, any Asserted Liability such action include both the Indemnified Party and the Indemnifying Party, and the Indemnified Party shall have reasonably concluded that there may be legal defenses available to it has elected not which are different from or in addition to those available to the Indemnifying Party and the Indemnifying Party's counsel refuses to assert such defenses on the Indemnified Party's behalf. If the Indemnifying Party chooses to defend against any claim, the Indemnified Party shall make reasonably available to the Indemnifying Party any books, records or other documents, and any available witnesses and/or testimony, within its control that are necessary or appropriate for and shall otherwise reasonably cooperate with such defense. If the Indemnified Party defends against any claim in accordance with this Subsection, the Indemnifying Party shall make reasonably available to the Indemnified Party any books, records or other documents, and any available witnesses and/or testimony, within its own counsel control that are necessary or appropriate for and at its own expenseshall otherwise reasonably cooperate with such defense.

Opportunity to Defend. The indemnifying party may elect (with the Shareholders being deemed one indemnifying party that acts through the Shareholders' Representative in making such election and taking all other actions specified in this Article VIII) to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; provided, however, that the indemnifying party may not compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters not binding upon the indemnified party (other than obligations and such compromise or settlement includes an unconditional release of confidentiality)the indemnified party. If the indemnifying party elects to compromise or defend such Asserted Liability, it will the Shareholders' Representative or Purchaser shall within thirty ten (3010) calendar ten business days from after receipt of notice thereof (or sooner, if the Claims Notice nature of the Asserted Liability so requires) notify the indemnified party of his or its intent to do so, and the indemnified party will shall cooperate, at the expense of the indemnifying party with respect to out-of-pocket expenses of the indemnified party, in the compromise of, of or defense against, against such Asserted Liability. If The assumption of the defense of a matter by an indemnifying party shall be deemed an admission by such indemnifying party of its obligation to indemnify the indemnified party fails hereunder with respect to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperateclaim. Unless and until If the indemnifying party elects not to compromise or defend the Asserted Liability, fails to notify the indemnified party will have the rightof its election as herein provided or contests its obligation to indemnify, at its option, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or parties may pay, compromise or defend such Asserted Liability in respect of any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheldmay have an indemnification obligation. In any event, conditioned or delayed). The the indemnified party and the indemnifying party will be entitled to may participate in (but not to control) the defense of such Asserted Liability in respect of any Asserted Liability for which the indemnifying party may have an indemnification obligation; provided that it has elected not to defend with its own counsel if the indemnifying party assumes the defense and at its own expensecompromise of such Asserted Liability as provided above, then the indemnified party shall bear any expenses incurred in participating in such defense from and after the assumption of the defense thereof by the indemnifying party.

Opportunity to Defend. The indemnifying party Indemnifying Party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; provided, however, the indemnifying party may not compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality). If the indemnifying party Indemnifying Party elects to compromise or defend such Asserted Liability, it will shall within thirty (30) calendar days from receipt (or sooner, if the nature of the Claims Notice Asserted Liability so requires) notify the indemnified party Indemnitee of its intent to do so, and the indemnified party will Indemnitee shall cooperate, at the expense of the indemnifying partyIndemnifying Party, in the compromise of, or defense against, such the Asserted Liability. If the indemnified party fails Indemnifying Party elects not to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to compromise or defend the Asserted Liability, fails to notify Indemnitee of its election as herein provided, or contests its ' obligation to indemnify under this Agreement the indemnified party will Indemnitee may pay, compromise or defend such Asserted Liability at the expense of the Indemnifying Party. Subject to the limitations contained in Section 9.6 on the obligations of the Indemnifying Party in respect of proposed settlements, the Indemnitee shall have the right, at fight to employ its option, own counsel with respect to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without Liability, but the prior written consent fees and expenses of such counsel shall be at the indemnifying party expense of such Indemnitee unless (which will not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled to participate a) the employment of such counsel shall have been authorized in (but not to control) writing by the Indemnifying Party in connection with the defense of such action, or (b) such Indemnifying Party shall not have, as provided above, promptly employed counsel reasonably satisfactory to such Indemnitee to take charge of the defense of such action, or (c) such Indemnitee shall have reasonably concluded based on an opinion of counsel that there may be one or more legal defenses available to it which are different from or additional to those available to such Indemnifying Party, in any Asserted Liability that it has elected of which events such reasonable fees and expenses shall be borne by the Indemnifying Party and the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnitee in respect of such different or additional defenses. If the Indemnifying Party chooses to defend with any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its own counsel and at its own expensecontrol that are necessary or appropriate for such defense.

Opportunity to Defend. The indemnifying party Indemnifying Party has the right, exercisable by written notice to the Indemnified Party within 30 days of receipt of a Claims Notice from the Indemnified Party of the commencement or assertion of any Liability Claim in respect of which indemnity may elect be sought hereunder, to compromise or defend, at its own expense assume and conduct the defense of such Liability Claim in accordance with the limits set forth in this Agreement with counsel selected by its own counsel, any Asserted Liabilitythe Indemnifying Party and reasonably acceptable to the Indemnified Party; provided, however, that (i) joint representation of the indemnifying party Indemnified Party and the Indemnifying Party would not in the good faith judgment of the Indemnifying Party’s counsel be inappropriate due to actual or potential differing interests between such Indemnified Party and the Indemnifying Party; (ii) the Indemnifying Party has sufficient financial resources, in the reasonable judgment of the Indemnifying Party, to satisfy the amount of any adverse monetary judgment that is reasonably likely to result; (iii) the Liability Claim solely seeks (and continues to seek) monetary damages; and (iv) the Indemnifying Party expressly agrees in writing that as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party will be solely obligated to satisfy and discharge the Liability Claim in accordance with the limits set forth in this Agreement (the conditions set forth in clauses (i) through (iv) are collectively referred to as the “Litigation Conditions”). If the Indemnifying Party does not assume the defense of a Liability Claim in accordance with this Section 10.5(b), the Indemnified Party may continue to defend the Liability Claim. If the Indemnifying Party has timely assumed the defense of a Liability Claim as provided in this Section 10.5(b), the Indemnifying Party will not compromise be liable for any legal expenses incurred by the Indemnified Party in connection with the defense thereof; provided, however, that if any of the Litigation Conditions cease to be met, or settle the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Liability Claim, the Indemnified Party may assume its own defense, and the Indemnifying Party shall be liable for all reasonable costs or expenses paid or incurred in connection therewith. The Indemnifying Party or the Indemnified Party, as the case may be, will have the right to participate in (but not control), at its own expense, the defense of any Asserted Liability Claim that the other is defending as provided in this Agreement. The Indemnifying Party, if it has assumed the defense of any Liability Claim as provided in this Agreement, shall not, without the prior written consent of the indemnified party (which Indemnified Party, consent will to a settlement of, or the entry of any judgment arising from, any such Liability Claim that does not be unreasonably withheld, conditioned include as an unconditional term thereof the giving by the claimant or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides plaintiff to the Indemnified Party a complete release offrom all liability in respect of such Liability Claim, grants any injunctive or equitable relief, or dismissal with prejudice of, all claims against may reasonably be expected to have a Material Adverse Effect on the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality). If the indemnifying party elects to compromise or defend such Asserted Liability, it will within thirty (30) calendar days from receipt affected business of the Claims Notice notify the indemnified party of its intent to do so, and the indemnified party will cooperate, at the expense of the indemnifying party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to defend the Asserted Liability, the indemnified party will have the right, at its option, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed)Indemnified Party. The indemnifying party will be entitled Indemnified Party has the right to participate in (but not to control) settle any Liability Claim, the defense of any Asserted Liability that it which has elected not to defend with its own counsel and at its own expensebeen assumed by the Indemnifying Party.

Opportunity to Defend. The Within thirty (30) days of receipt of any Claims Notice given pursuant to Section 9.4, the indemnifying party may elect shall notify the indemnified party in writing of the acceptance of or objection to compromise or defendthe Claim and whether the indemnifying party will indemnify the indemnified party and defend the same at the expense of the indemnifying party with counsel selected by the indemnifying party (who shall be approved in writing by the indemnified party, such approval not to be unreasonably withheld); provided that the indemnified party shall at all times have the right to fully participate in the defense of the Claim at its own expense and by its own counselor, any Asserted Liability; provided, however, the indemnifying party may not compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality). If the indemnifying party elects to compromise or defend such Asserted Liability, it will within thirty (30) calendar days from receipt of the Claims Notice notify the indemnified party of its intent to do so, and the indemnified party will cooperateas provided herein below, at the expense of the indemnifying party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced Failure by such failure to cooperate. Unless and until the indemnifying party elects to defend object in writing within such thirty (30) day period shall be deemed to be acceptance of the Asserted LiabilityClaim by the indemnifying party. In the event that the indemnifying party objects to a Claim within said thirty (30) days or does not object but fails to meet its indemnification obligations hereunder, the indemnified party will shall have the right, at its optionbut not the obligation, to do so undertake the defense, and to compromise and/or settle (in such manner the exercise of reasonable business judgment) the Claim, all at the risk and expense (including, without limitation, reasonable attorneys fees and expenses) of the indemnifying party. Except as it deems appropriate; providedprovided in the preceding sentence, however, that the indemnified party will shall not compromise and/or settle or compromise any Asserted Liability for which it seeks indemnification hereunder Claim without the prior written consent of the indemnifying party (which will party, such consent not to be unreasonably withheld. If the Claim is one that cannot by its nature be defended solely by the indemnifying party, conditioned or delayed). The the indemnified party shall make available all information and assistance that the indemnifying party will may reasonably request, provided that any associated expense shall be entitled to participate in (but not to control) paid by the defense of any Asserted Liability that it has elected not to defend with its own counsel and at its own expenseindemnifying party.

Opportunity to Defend. The indemnifying party Indemnitor may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; provided, however, the indemnifying party that Indemnitor may not compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which Indemnitee, such consent will not to be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party Indemnitee and any other indemnifiable parties hereunder is are fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters not binding upon the indemnified party (Indemnitee or such other than obligations of confidentiality)indemnifiable parties. If the indemnifying party Indemnitor elects to compromise or defend such Asserted Liability, it will shall within thirty 15 days (30) calendar days from receipt or sooner, if the nature of the Claims Notice Asserted Liability so requires) notify the indemnified party Indemnitee of its intent to do so, so and the indemnified party will cooperate, at the expense of the indemnifying party, Indemnitee shall cooperate in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails Indemnitor elects not to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to compromise or defend the any Asserted Liability, the indemnified party will fails to notify Indemnitee of its election as herein provided or contests its obligation to indemnify, Indemnitee may pay, compromise or defend such Asserted Liability without prejudice to any right it may have the righthereunder. In any event, each of Buyer and Sellers may participate, at its optionown expense, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled to participate in (but not to control) the defense of any Asserted Liability that in respect of which it has elected not may have an indemnification obligation under Section 14.1. If either party chooses to defend with its own counsel and at its own expenseor participate in the defense of any Asserted Liability, it shall have the right to receive from the other party any books, records or other documents within such party's control that are reasonably necessary or appropriate for such defense.

Opportunity to Defend. The indemnifying Indemnifying Party shall have the right, exercisable by written notice to the Indemnified Party within thirty (30) days of receipt of a Claims Notice from the Indemnified Party of the commencement or assertion of any Liability Claim in respect of which indemnity may be sought under this Article 9 for a claim brought by a third party may elect to compromise or defend, at its own expense assume and conduct the defense of such Liability Claim in accordance with the limits set forth in this Agreement with counsel selected by its own counsel, any Asserted Liabilitythe Indemnifying Party and reasonably acceptable to the Indemnified Party; provided, however, that (i) the indemnifying party defense of such Liability Claim by the Indemnifying Party will not, in the reasonable judgment of the Indemnified Party, have a material adverse effect on the Indemnified Party; and (ii) the Indemnifying Party has sufficient financial resources, in the reasonable judgment of the Indemnified Party, to satisfy the amount of any adverse monetary judgment that is reasonably likely to result; and (iii) the Liability Claim solely seeks (and continues to seek) monetary damages; and (iv) the Indemnifying Party expressly agrees in writing that as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party shall be solely obligated to satisfy and discharge the Liability Claim in accordance with the limits set forth in this Agreement (the conditions set forth in clauses (i) through (iv) are collectively referred to as the “Litigation Conditions”). If the Indemnifying Party does not assume the defense of a Liability Claim in accordance with this Section 9.2(b), the Indemnified Party may continue to defend the Liability Claim. If the Indemnifying Party has assumed the defense of a Liability Claim as provided in this Section 9.2(b), the Indemnifying Party will not compromise be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof; provided, however, that if (i) any of the Litigation Conditions cease to be met or settle (ii) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Liability Claim, the Indemnified Party may assume its own defense, and the Indemnifying Party shall be liable for all reasonable costs or expenses paid or incurred in connection therewith. The Indemnifying Party or the Indemnified Party, as the case may be, has the right to participate in (but not control), at its own expense, the defense of any Asserted Liability Claim that the other is defending as provided in this Agreement. The Indemnifying Party, if it shall have assumed the defense of any Liability Claim as provided in this Agreement, shall not, without the prior written consent of the indemnified party (Indemnified Party, consent to a settlement of, or the entry of any judgment arising from, any such Liability Claim which consent will not be unreasonably withheld, conditioned or delayed) unless (i) such compromise does not include as an unconditional term thereof the giving by the claimant or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides plaintiff to the Indemnified Party a complete release of, or dismissal with prejudice of, from all claims against the indemnified party for all matters that were or could have been asserted liability in connection with respect of such claimLiability Claim, or (ii) involves no other matters binding upon grants any injunctive or equitable relief or (iii) may reasonably be expected to have a material adverse effect on the indemnified party (other than obligations of confidentiality). If the indemnifying party elects to compromise or defend such Asserted Liability, it will within thirty (30) calendar days from receipt affected business of the Claims Notice notify the indemnified party of its intent to do so, and the indemnified party will cooperate, at the expense of the indemnifying party, in the compromise of, or defense against, such Asserted LiabilityIndemnified Party. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to defend the Asserted Liability, the indemnified party will The Indemnified Party shall have the rightright to settle any Liability Claim, at its option, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled to participate in (but not to control) the defense of any Asserted Liability that it which has elected not to defend with its own counsel and at its own expensebeen assumed by the Indemnifying Party.

Opportunity to Defend. The indemnifying party Indemnifying Party has the right, exercisable by written notice to the Indemnified Party within 30 days after receipt of a Claims Notice from the Indemnified Party of the commencement or assertion of any Liability Claim in respect of which indemnity may elect be sought under this Article 10, to compromise or defend, at its own expense assume and conduct the defense of such Liability Claim in accordance with the limits set forth in this Agreement with counsel selected by its own counsel, any Asserted Liabilitythe Indemnifying Party and reasonably acceptable to the Indemnified Party; provided, however, that the indemnifying party (i) defense of such Liability Claim by the Indemnifying Party will not, in the reasonable judgment of the Indemnified Party, have a material adverse effect on the Indemnified Party; (ii) Indemnifying Party has sufficient financial resources, in the reasonable judgment of the Indemnified Party, to satisfy the amount of any adverse monetary judgment that is reasonably likely to result; (iii) Liability Claim solely seeks (and continues to seek) monetary damages; (iv) Liability Claim does not include criminal charges and (v) Indemnifying Party expressly agrees in writing to be fully responsible for all Losses relating to such Liability Claim (the conditions set forth in clauses (i) through (v) are, collectively, the “Litigation Conditions”). If the Indemnifying Party does not assume the defense of a Liability Claim in accordance with this Section 10.2(b), the Indemnified Party may continue to defend the Liability Claim. If the Indemnifying Party has assumed the defense of a Liability Claim as provided in this Section 10.2(b), the Indemnifying Party will not compromise be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense of the Liability Claim; provided, however, that if (i) any of the Litigation Conditions ceases to be met or settle (ii) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Liability Claim, the Indemnified Party may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or incurred in connection with such defense. The Indemnifying Party or the Indemnified Party, as the case may be, has the right to participate in (but not control), at its own expense, the defense of any Asserted Liability Claim that the other is defending as provided in this Agreement; provided, that any such participation by the Indemnified Party is at the Indemnifying Party’s expense if, in the reasonable judgment of the Indemnified Party, there exists an actual or potential conflict of interests between the Indemnifying Party and the Indemnified Party. The Indemnifying Party, if it has assumed the defense of any Liability Claim as provided in this Agreement, may not, without the prior written consent of the indemnified party (which Indemnified Party, consent will not be unreasonably withheldto a settlement of, conditioned or delayed) unless the entry of any judgment arising from, any such Liability Claim that (i) such compromise does not include as an unconditional term thereof the giving by the claimant or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides plaintiff to the Indemnified Party of a complete release offrom all liability in respect of such Liability Claim, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon grants any injunctive or equitable relief or (iii) may reasonably be expected to have an adverse effect on the indemnified party (other than obligations of confidentiality). If the indemnifying party elects to compromise or defend such Asserted Liability, it will within thirty (30) calendar days from receipt affected business of the Claims Notice notify the indemnified party of its intent to do so, and the indemnified party will cooperate, at the expense of the indemnifying party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to defend the Asserted Liability, the indemnified party will have the right, at its option, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed)Indemnified Party. The indemnifying party will be entitled Indemnified Party has the right to participate in (but not to control) settle any Liability Claim, the defense of any Asserted Liability that it which has elected not to defend with its own counsel and at its own expensebeen assumed by the Indemnifying Party.

Opportunity to Defend. The indemnifying party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; provided, however, the indemnifying party may not compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality). If the indemnifying party elects to compromise or defend such Asserted Liability, it will within Within thirty (30) calendar days from of receipt of the any Claims Notice given pursuant to Section 13.3, the indemnifying party shall notify the indemnified party in writing of its intent the acceptance of or objection to do so, the Claim and whether the indemnifying party will indemnify the indemnified party will cooperate, and defend the same at the expense of the indemnifying party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced with counsel selected by such failure to cooperate. Unless and until the indemnifying party elects to defend the Asserted Liability, (who shall be approved in writing by the indemnified party will have the rightparty, at its option, such approval not to do so in such manner as it deems appropriatebe unreasonably withheld); provided, however, that the indemnified party will shall at all times have the right to engage its own counsel and fully participate in the defense of the Claim at its own expense or, as provided hereinbelow, at the expense of the indemnifying party. Failure by the indemnifying party to object in writing within such thirty (30) day period shall be deemed to be acceptance of the Claim by the indemnifying party. In the event that the indemnifying part objects to a Claim within said thirty (30) calendar days or does not object but fails to defend the Claim, the indemnified party shall have the right, but not the obligation, to undertake the defense, and to compromise and/or settle or (in the exercise of reasonable business judgment) the Claim, all at the risk and expense (including, without limitation, reasonable attorneys' fees and expense) of the indemnifying party. Except as provided in the preceding sentence, the indemnified party shall not compromise and/or settle any Asserted Liability for which it seeks indemnification hereunder Claim without the prior written consent of the indemnifying party. If the Claim is one that cannot by its nature be defended solely by the indemnifying party, the indemnified party (which will not be unreasonably withheld, conditioned or delayed). The shall make available all information and assistance that the indemnifying party will may reasonably request; provided, however, that any associated expense shall be entitled to participate in (but not to control) paid by the defense of any Asserted Liability that it has elected not to defend with its own counsel and at its own expenseindemnifying party.

Opportunity to Defend. The indemnifying party Indemnifying Party has the right, exercisable by written notice to the Indemnified Party within 30 days of receipt of a Claims Notice from the Indemnified Party of the commencement or assertion of any Liability Claim in respect of which indemnity may elect be sought under this Agreement, to compromise or defendassume and conduct the defense of such Liability Claim in accordance with the limits set forth in this Agreement with counsel selected by the Indemnifying Party and reasonably acceptable to the Indemnified Party. If the Indemnifying Party does not assume the defense of a Liability Claim in accordance with this SECTION 12.2(b), at its own expense and the Indemnified Party may continue to defend the Liability Claim. If the Indemnifying Party has assumed the defense of a Liability Claim as provided in this SECTION 12.2(b), the Indemnifying Party will not be liable for any legal expenses subsequently incurred by its own counsel, any Asserted Liabilitythe Indemnified Party in connection with the defense thereof; provided, however, that an Indemnifying Party is not entitled to contest and defend third party claims against Lion, the indemnifying party Buyer or the E&PA Business, such as claims by customers of the E&PA Business, claims seeking injunction or other equitable relief, relief for other than money damages or claims alleging criminal activity; provided, further, that the Indemnified Party may assume its own defense and employ counsel separate from the counsel employed by the Indemnifying Party, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or incurred in connection therewith, if the Indemnified Party has been advised by White & Case LLP or other counsel reasonably satisfactory to the Indemnifying Party that there may be one or more legal defenses available to it that are different from or additional to those available to the Indemnifying Party and, in the reasonable judgment of such counsel, it is advisable for the Indemnified Party to employ separate counsel in order to effectively assert such defense or defenses. The Indemnifying Party or the Indemnified Party, as the case may be, has the right to participate in (but not compromise or settle control), at its own expense, the defense of any Asserted Liability Claim that the other is defending as provided in this Agreement. With respect to any Liability Claim asserted by any third party, the parties shall make available to each other all relevant information in their possession that is material to any such Liability Claim asserted. The Indemnifying Party, if it has assumed the defense of any Liability Claim as provided in this Agreement, shall not, without the prior written consent of the indemnified party Indemnified Party (which such consent will not to be unreasonably withheld), conditioned or delayed) unless (i) such settle, discharge, compromise or settlement requires no more than admit any liability with respect to such Liability Claim or consent to entry of any judgment in respect to any Liability Claim unless such settlement, discharge, compromise, admission of liability or consent (x) obligates the Indemnifying Party to pay the full amount of the liability asserted under the Liability Claim, (y) includes the giving by the claimant or the plaintiff to the Indemnified Party a full and unconditional release from all liability in respect of such Liability Claim, and (z) would not impose any injunctive or non-monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims relief against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality). If the indemnifying party elects to compromise or defend such Asserted Liability, it will within thirty (30) calendar days from receipt of the Claims Notice notify the indemnified party of its intent to do so, and the indemnified party will cooperate, at the expense of the indemnifying party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to defend the Asserted Liability, the indemnified party will have the right, at its option, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled to participate in (but not to control) the defense of any Asserted Liability that it has elected not to defend with its own counsel and at its own expenseIndemnified Party.

Opportunity to Defend. The indemnifying party Indemnifying Party may elect to compromise or defend, at its own expense and by its own counselcounsel (such counsel to be reasonably satisfactory to Indemnitee(s)), any Asserted Liability; provided, however, the indemnifying Liability relating to a third party may not compromise claim or settle any Asserted Liability without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality)action. If the indemnifying party Indemnifying Party elects to compromise or defend such Asserted Liability, it will shall within thirty 20 days (30) calendar days from receipt or sooner, if the nature of the Claims Notice Asserted Liability so requires) notify the indemnified party Indemnitee of its intent to do soso and confirm in such notice such Indemnifying Party's agreement to pay the full amount of any Losses to the Indemnitee, and the indemnified party will Indemnitee shall cooperate, at the expense of the indemnifying partyIndemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails Indemnifying Party elects not to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to compromise or defend the Asserted Liability, fails to notify the indemnified party will have the right, at Indemnitee of its option, to do so in such manner election as it deems appropriate; herein provided, howeverfails to aggressively defend the Asserted Liability or contests its obligation to indemnify under this Agreement, that the indemnified party will not Indemnitee may pay, compromise or defend such Asserted Liability at the expense of the Indemnifying Party. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any Asserted Liability for which it seeks indemnification hereunder claim without the prior written consent of the indemnifying party (which will other; PROVIDED, HOWEVER, that consent to settlement or compromise shall not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled Indemnitee shall have the right to participate in the defense and employ its own counsel in any case with respect to an Asserted Liability, but the fees and expenses of such counsel shall be at the expense of such Indemnitee unless (but not to controla) the employment of such counsel shall have been authorized in writing by the Indemnifying Party in connection with the defense of such action, (b) such Indemnifying Party shall not have promptly employed counsel as provided above, reasonably satisfactory to such Indemnitee to take charge of the defense of such action, or (c) such Indemnitee shall have reasonably concluded that there may be one or more legal defenses available to it which are different from or additional to those available to such Indemnifying Party, in any of which events such reasonable fees and expenses shall be borne by the Indemnifying Party and the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnitee in respect of such different or additional defenses. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense. The parties hereto agree to cooperate fully with one another in the defense, compromise or settlement of any Asserted Liability that it has elected not to defend with its own counsel and at its own expenseLiability.

Opportunity to Defend. The indemnifying party Indemnifying Party may elect to ---------------------- compromise or defend, at its own expense and by its own counselwith counsel reasonably acceptable to the Indemnified Party, any Asserted Liability or Asserted Tax Liability; provided, however, that the indemnifying party Indemnifying Party may not consent to an entry of any judgment or compromise or settle any Asserted Liability or Asserted Tax Liability without the consent of the Indemnified Party, which consent will not be unreasonably withheld or delayed. The Indemnifying Party will have the right to defend any such Asserted Liability or Asserted Tax Liability, so long as (i) the Indemnifying Party notifies the Indemnified Party in writing that the Indemnifying Party will indemnify the Indemnified Party from and against all General Losses and/or Specific Losses of the Indemnified Party resulting from, arising out of or relating to the matter described in the Claims Notice, (ii) the Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the matter described in the Claims Notice and fulfill its indemnification obligations hereunder, (iii) the matter described in the Claims Notice involves only money damages and does not seek an injunction or other equitable relief, (iv) any settlement of, or an adverse judgment with respect to, the matter described in the Claims Notice is not, in the good faith judgment of the Indemnified Party, likely to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party, and (v) the Indemnifying Party conducts the defense of the matter described in the Claims Notice actively and diligently. So long as the Indemnifying Party is conducting the defense of the matter described in the Claims Notice in accordance with the standards set forth above, (A) the Indemnified Party may retain separate co-counsel at its sole cost and expense and participate in the defense of the matter described in the Claims Notice, (B) the Indemnified Party will not consent to the entry of any judgment or enter into any settlement with respect to the matter described in the Claims Notice without the prior written consent of the indemnified party Indemnifying Party (which consent not to be withheld or delayed unreasonably), and (C) the Indemnifying Party will not be unreasonably withheld, conditioned consent to the entry of any judgment or delayed) unless (i) such compromise or enter into any settlement requires no more than a monetary payment for which with respect to the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted matter described in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality). If the indemnifying party elects to compromise or defend such Asserted Liability, it will within thirty (30) calendar days from receipt of the Claims Notice notify the indemnified party of its intent to do so, and the indemnified party will cooperate, at the expense of the indemnifying party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to defend the Asserted Liability, the indemnified party will have the right, at its option, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party Indemnified Party (which will not to be unreasonably withheld, conditioned withheld or delayeddelayed unreasonably). The indemnifying party will be entitled to participate in In the event any of the conditions set forth above is or becomes unsatisfied, however, (but not to control1) the defense Indemnified Party may defend against, and consent to the entry of any judgment or enter into any settlement with respect to, the matter described in the Claims Notice in any manner it may deem appropriate (and the Indemnified Party need not consult with, or obtain any consent from, any Indemnifying Party in connection therewith), (2) each Indemnifying Party will reimburse the Indemnified Party promptly for the costs of defending against the matter described in the Claims Notice (including reasonable attorneys' fees, expert witness fees and expenses), and (3) any Indemnifying Party will remain responsible for any General Losses and/or Specific Losses of the Indemnified Party resulting from, arising out of, or relating to the matter described in the Claims Notice, to the fullest extent provided in this Article 9. If the ---------- Indemnifying Party decides to defend any Asserted Liability or Asserted Tax Liability, the Indemnified Party shall make available to the Indemnifying Party any books, records, personnel or other documents within its control that it has elected not are necessary or appropriate for such defense, subject to defend with its own counsel and at its own expensethe Indemnifying Party's obligations of confidentiality to any third party.

Opportunity to Defend. The indemnifying party Each Indemnitor may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; provided, however, the indemnifying party that(i) an Indemnitor may not compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which consent will not be unreasonably withheldIndemnitee, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party Indemnitee and any other indemnifiable parties hereunder is are fully indemnified and expressly unconditionally releases the Indemnitee and such settlement provides a complete release ofother indemnifiable parties from all liabilities and obligations with respect to such Asserted Liability, and (ii) an Indemnitor may not assume or dismissal with prejudice ofmaintain control of the defense of any Asserted Liability if (A) the Indemnitor does not acknowledge to the Indemnitee that the Indemnitor will indemnify the Indemnitee for the Losses resulting from such Asserted Liability, all claims against (B) the indemnified party for all matters that were Asserted Liability relates to or could have been asserted arises in connection with such claimany criminal Action, indictment or allegation, (C) the Asserted Liability seeks an injunction or equitable relief, but not monetary damages, against the Indemnitee or any of its Affiliates or employees or (iiD) involves no other matters binding upon the indemnified party (other than obligations of confidentiality)Indemnitor has failed to prosecute and defend vigorously the Asserted Liability. If the indemnifying party an Indemnitor elects to compromise or defend such Asserted Liability, it will shall within thirty (3015) calendar days from receipt (or sooner, if the nature of the Claims Notice Asserted Liability so requires) notify the indemnified party Indemnitee of its intent to do so, and the indemnified party will cooperate, at the expense of the indemnifying party, Indemnitee shall cooperate in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails an Indemnitor elects not to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to compromise or defend the any Asserted Liability, the indemnified party will fails to notify Indemnitee of its election as herein provided or contests its obligation to indemnify, Indemnitee may pay, compromise or defend such Asserted Liability without prejudice to any right it may have the righthereunder. In any event, each Indemnitee may participate, at its optionown expense, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled to participate in (but not to control) the defense of any Asserted Liability that in respect of which it has elected not may have an indemnification obligation hereunder. If either party chooses to defend with its own counsel and at its own expenseor participate in the defense of any Asserted Liability, it shall have the right to receive from the other party any books, records or other documents within such party’s control that are necessary or appropriate for such defense.

Opportunity to Defend. The indemnifying party Seller may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; provided, however, the indemnifying party may not compromise demand or settle any Asserted Liability without the prior written consent of the indemnified party (which consent will not claim asserted to be unreasonably withheld, conditioned covered under this Indemnification provision by Purchaser or delayed) unless (i) such compromise or settlement requires no more than by a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality)Purchaser Indemnitee. If the indemnifying party Seller elects to compromise or defend any such Asserted Liabilitydemand or claim, it will shall, within thirty (30) calendar days from Calendar Days of receipt of the Claims Notice Indemnification Claim Notice, notify the indemnified party Purchaser or the Purchaser Indemnitee of its intent to do so, and the indemnified party will cooperatePurchaser or the Purchaser Indemnitee, at as the expense of the indemnifying partycase may be, shall cooperate in the compromise of, or defense against, such Asserted Liabilitydemand or claim. The Seller shall reimburse the Purchaser or the Purchaser Indemnitee for all out-of-pocket costs reasonably incurred by such party in connection with such cooperation. If the indemnified party Seller elects not to compromise or defend, fails to cooperate, then each indemnifying party will be relieved notify the Purchaser or the Purchaser Indemnitee of its obligations election as herein provided, or contests its obligation to indemnify under this Section 6 only Agreement, the Purchaser or Purchaser Indemnitee may pay, compromise or defend such demand or claim and shall be entitled to reimbursement from the Seller for all costs, fees and expenses incurred by the Purchaser or Purchaser Indemnitee with respect to the extent that payment, compromise and/or defense of such indemnifying party is prejudiced by such failure to cooperatedemand or claim. Unless and until Notwithstanding the indemnifying party elects to defend foregoing, neither the Asserted LiabilitySeller, the indemnified party will have Purchaser, nor the rightPurchaser Indemnitee may settle or compromise any claim over the objection of the other, at its option, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle consent to settlement or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will shall not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled to participate In any event, the Purchaser and the Purchaser Indemnitee and the Seller may participate, at their own expense, in (but not to control) the defense of any Asserted Liability that it has elected not such demand or claim. If the Seller elects to defend with any demand or claim, the Purchaser and/or the Purchaser Indemnitee shall make available to the Seller any books, records or other documents within its own counsel and at its own expensecontrol that are necessary or appropriate for such defense.

Opportunity to Defend. The indemnifying party Indemnifying Party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; provided, however, that the indemnifying party Indemnifying Party may not compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which Indemnified Party, such consent will not to be unreasonably withheld, conditioned withheld or delayed) unless (i) , except that no consent shall be required if such compromise or settlement requires no more than a monetary payment for which the indemnified party Indemnified Party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters not binding upon the indemnified party (other than obligations Indemnified Party; provided, however, that there is no admission of confidentiality)any wrongdoing and that the settlement is accompanied by a general release in form and substance reasonably acceptable to the Indemnified Party. If the indemnifying party Indemnifying Party elects to compromise or defend such Asserted Liability, it will shall within thirty (30) calendar days from receipt of the Claims Notice notify the indemnified party Indemnified Party of its intent to do so, so and the indemnified party will cooperate, at the expense of the indemnifying party, Indemnified Party shall cooperate in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails Indemnifying Party elects not to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to compromise or defend the any Asserted Liability, fails to notify the indemnified party will Indemnified Party of its election as herein provided or contests its obligation to indemnify, the Indemnified Party may pay, compromise or defend such Asserted Liability without prejudice to any right it may have hereunder. In any event, the rightIndemnified Party may participate, at its optionown expense, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled to participate in (but not to control) the defense of any Asserted Liability that it has elected not Liability. If either party chooses to defend with its own counsel and at its own expenseor participate in the defense of any Asserted Liability, it shall have the right to receive from the other party any books, records or other documents within such party’s control that are necessary or appropriate for such defense.

Opportunity to Defend. The indemnifying party Indemnitor may elect to compromise or defend, at its own expense and by its own counselcounsel reasonably acceptable to Indemnitor, any Asserted Liability; provided, however, the indemnifying party that Indemnitor may not compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which Indemnitee, such consent will not to be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party Indemnitee and any other indemnifiable parties hereunder is are fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality)indemnified. If the indemnifying party Indemnitor elects to compromise or defend such Asserted Liability, it will shall within thirty 15 days (30) calendar days from receipt or sooner, if the nature of the Claims Notice Asserted Liability so requires) notify the indemnified party Indemnitee of its intent to do so, so and the indemnified party will cooperate, at the expense of the indemnifying party, Indemnitee shall cooperate in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails Indemnitor elects not to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to compromise or defend the any Asserted Liability, the indemnified party will fails to notify Indemnitee of its election as herein provided or contests its obligation to indemnify, Indemnitee may pay, compromise or defend such Asserted Liability without prejudice to any right it may have the righthereunder. In any event, Indemnitor and Indemnitee may participate, at its optionown expense, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled to participate in (but not to control) the defense of any Asserted Liability that in respect of which it has elected not may have an indemnification obligation hereunder. If either party chooses to defend with its own counsel and at its own expenseor participate in the defense of any Asserted Liability, it shall have the right to receive from the other party any books, records or other documents within such party's control that are necessary or appropriate for such defense.

Opportunity to Defend. The indemnifying party Indemnifying Party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; provided, however, the indemnifying party may not compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality). If the indemnifying party Indemnifying Party elects to compromise or defend such Asserted Liability, it will shall within thirty (30) calendar days from receipt (or sooner, if the nature of the Asserted Liability so requires) of the Date of the Claims Notice notify the indemnified party Indemnitee of its intent to do so, and the indemnified party will Indemnitee shall cooperate, at the expense of the indemnifying partyIndemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party Indemnifying Party elects not to defend the or compromise such Asserted Liability, fails to notify the indemnified party will Indemnitee of its election as herein provided, contests its obligation to indemnify under this Agreement or does not defend or compromise such Asserted Liability in good faith, the Indemnitee shall have the right, in addition to any other right or remedy it may have hereunder, at its optionthe Indemnifying Party’s expense, to do so pay, defend or compromise such Asserted Liability. The Indemnitee’s defense of or its participation in the defense of any such manner as it deems appropriateAsserted Liability shall not in any way diminish or lessen the obligations of the Indemnifying Party under the agreements of indemnification set forth in this Section 10. The Indemnifying Party may settle or compromise any claim; provided, however, that if the indemnified party will not settle settlement or compromise results in any Asserted material Liability for which it seeks indemnification hereunder without to the prior written Indemnitee, the consent of the indemnifying party (Indemnitee shall be required for such settlement or compromise, which will consent shall not be unreasonably withheld. In any event, conditioned or delayed). The indemnifying party will be entitled to participate the Indemnitee and the Indemnifying Party may participate, at their own expense, in (but not to control) the defense of any such Asserted Liability that it has elected not Liability. If the Indemnifying Party chooses to defend with any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its own counsel and at its own expensecontrol that are necessary or appropriate for such defense.

Opportunity to Defend. The indemnifying party Indemnifying Party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; provided, however, the indemnifying party may not compromise or settle any Asserted Liability without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality). If the indemnifying party Indemnifying Party elects to compromise or defend such Asserted Liability, it will shall within thirty (30) calendar days from receipt (or sooner, if the nature of the Claims Notice Asserted Liability so requires) notify the indemnified party Indemnitee of its intent to do so, and the indemnified party will Indemnitee shall cooperate, at the expense of the indemnifying partyIndemnifying Party, in the compromise of, or defense against, such the Asserted Liability. If the indemnified party fails Indemnifying Party elects not to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to compromise or defend the Asserted Liability, fails to notify Indemnitee of its election as herein provided, or contests its obligation to indemnify under this Agreement, the indemnified party will Indemnitee may pay, compromise or defend such Asserted Liability at the expense of the Indemnifying Party. Subject to the limitations contained in Section 8.6 on the obligations of the Indemnifying Party in respect of proposed settlements, the Indemnitee shall have the right, at right to employ its option, own counsel with respect to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without Liability, but the prior written consent fees and expenses of such counsel shall be at the indemnifying party expense of such Indemnitee unless (which will not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled to participate a) the employment of such counsel shall have been authorized in (but not to control) writing by the Indemnifying Party in connection with the defense of such action, or (b) such Indemnifying Party shall not have, as provided above, promptly employed counsel reasonably satisfactory to such Indemnitee to take charge of the defense of such action, or (c) such Indemnitee shall have reasonably concluded based on an opinion of counsel that there may be one or more legal defenses available to it which are different from or additional to those available to such Indemnifying Party, in any Asserted Liability that it has elected of which events such reasonable fees and expenses shall be borne by the Indemnifying Party and the Indemnifying Party shall not have the right to direct the defense of such action on behalf of the Indemnitee in respect of such different or additional defenses. If the Indemnifying Party chooses to defend with any claim, the Indemnitee shall make vailable to the Indemnifying Party any books, records or other documents within its own counsel and at its own expensecontrol that are necessary or appropriate for such defense.

Opportunity to Defend. (i) The indemnifying party Indemnifying Party may elect to compromise or defend, at its such party’s own expense and by its such party’s own counsel, any Asserted Liability; provided, however, the indemnifying party may not compromise or settle except any Asserted Liability without by any customer of Exl or Exl (India) with respect to the business conducted by Exl or Exl (India) prior written consent of to the indemnified party (Closing, which consent will not shall be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentialitysubject to Section 8.3(b)(ii). If the indemnifying party Indemnifying Party elects to compromise or defend such Asserted Liability, it will shall within thirty 30 days (30) calendar days from receipt or sooner, if the nature of the Claims Notice Asserted Liability so requires) notify the indemnified party Indemnitee of its such party’s intent to do so, and the indemnified party will Indemnitee shall cooperate, at the expense of the indemnifying partyIndemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party Indemnifying Party elects to compromise or defend such Asserted Liability the Indemnitee may participate in such compromise or defense at its sole expense. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the indemnified party will have Indemnitee of such party’s election as herein provided or contests such party’s obligation to indemnify under this Agreement, the rightIndemnitee may pay, compromise or defend such Asserted Liability (at its optionthe Indemnifying Party’s sole expense). Notwithstanding the foregoing, to do so in such manner as it deems appropriate; provided, however, that neither the indemnified party will not Indemnifying Party nor the Indemnitee may settle or compromise any Asserted Liability for which it seeks indemnification hereunder without over the prior written consent objection of the indemnifying party (which will other; provided, however, consent to settlement or compromise shall not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled If the Indemnifying Party chooses to participate in (but not to control) the defense of defend any Asserted Liability Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within such party’s control that it has elected not to defend with its own counsel and at its own expenseare necessary or appropriate for such defense.

Opportunity to Defend. The indemnifying party may elect to compromise or defendIf any Asserted Liability arises as a result of a claim made against the Indemnified Party by a third party, the Indemnifying Party shall have the right, at its own expense cost and by its own counselexpense, any Asserted Liability; provided, howeverto control the defense (provided that such Indemnifying Party counsel shall be reasonably acceptable to the Indemnified Party and provided further that if such counsel has a conflict of interest or there later arises a conflict of interest with the Indemnified Party, the indemnifying party may not compromise Indemnified Party shall have the right to object to such counsel and remove such counsel from the proceedings) of any legal proceeding asserted or settle any Asserted Liability without initiated, which constitutes the prior written consent subject matter of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) unless a Claims Notice so long as (i) such compromise or settlement requires no more than a monetary payment the Asserted Liability is not, in the reasonable judgment of the Indemnified Party, likely to result in an amount of Losses (together with the sum of all Losses for which all of the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all indemnification claims asserted against the indemnified party for all matters Indemnifying Party that were are then pending or could have been asserted in connection with such claimpreviously resolved) that will exceed the Indemnifying Party’s maximum liability, or if any, under this Article X, (ii) involves no other matters binding upon the indemnified party Indemnified Party shall have the right to participate in all proceedings and to be represented by attorneys of the Indemnified Party’s own choosing at the Indemnified Party’s own cost and expense and (other than obligations iii) if reasonably requested to do so by the Indemnified Party, the Indemnifying Party shall have made reasonably adequate provisions to ensure the Indemnified Party of confidentialitythe Indemnifying Party’s financial ability to satisfy in full any adverse monetary damage that may be payable in respect of such Asserted Liability (collectively, the “Control Conditions”). If the indemnifying party Indemnifying Party elects to compromise or defend such Asserted Liability, it will shall, within thirty (30) calendar 30 days from of its receipt of the a Claims Notice (or sooner, if the nature of the Asserted Liability so requires), notify the indemnified party Indemnified Party of its intent to do so, and the indemnified party will Indemnified Party shall cooperate, at the expense of the indemnifying partyIndemnifying Party, in the defense against, or compromise of, or defense against, such Asserted Liability. If the indemnified party fails Indemnifying Party chooses to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to defend the Asserted Liability, the indemnified party will have the right, at its option, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled to participate in (but not to control) control the defense of any Asserted Liability Liability, the Indemnified Party shall cooperate with the Indemnifying Party and shall make available to the Indemnifying Party any books, records or other documents within its control that it has elected are necessary or appropriate for such defense (in the judgment of counsel engaged by the Indemnifying Party). If the Indemnifying Party elects not to defend with control the defense of the Asserted Liability, fails to notify the Indemnified Party of its election within such 30-day period, or has not otherwise satisfied the Control Conditions, the Indemnified Party may pay, compromise or defend, at the expense of the Indemnifying Party, such Asserted Liability; provided that if the Indemnifying Party does not have the right to control the defense of an Asserted Liability under this Article X, the Indemnified Party shall not settle or compromise the Asserted Liability without the consent of the Indemnifying Party, such consent not to be unreasonably withheld, delayed or conditioned. Notwithstanding anything contained herein to the contrary, the Indemnified Party will have the right to employ separate counsel at the Indemnifying Party’s expense and to control its own counsel defense of such action or proceeding if the named parties to any such litigation include the Indemnified Party and at its own expense.the Indemnifying Party and, if the Indemnified Party has reasonably determined that the representation of both parties would be inappropriate due to actual or potential conflicts between the parties. 52

Opportunity to Defend. The indemnifying party If the Company confirms in writing that it is obligated hereunder to indemnify the Indemnified Party with respect to any Asserted Liability, the Company may elect to compromise or defend, at its own expense and by its own counselwith counsel reasonably satisfactory to the Indemnified Party, any such Asserted Liability; provided, howeverand if the Company so elects to compromise or defend, the indemnifying party may not compromise or settle any Company will have the right to control the defense of such Asserted Liability without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality)Liability. If the indemnifying party Company elects to compromise or defend such Asserted Liability, it will within thirty fifteen (3015) calendar days from receipt (or sooner, if the nature of the Claims Notice Asserted Liability so requires) notify the indemnified party Indemnified Party of its intent to do so, and the indemnified party Indemnified Party will cooperate, at cooperate with the expense of the indemnifying party, Company in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails Company elects not to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that compromise or defend such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to defend the Asserted Liability, fails to notify the indemnified party Indemnified Party of its election as herein provided or contests its obligation to indemnify under this Indemnification Agreement, the Indemnified Party may pay, compromise or defend such Asserted Liability, and the Indemnified Party will have the right, at its option, right to do so control the compromise or defense of such Asserted Liability; and in such manner as it deems appropriate; providedcase, howeverthe Indemnified Party will retain the right to pursue its rights to indemnification hereunder against the Company. Notwithstanding the foregoing provisions of this Section 3, that the indemnified party will not Company may settle or compromise any Asserted Liability for which it seeks indemnification hereunder without Liability, only if (i) such settlement or compromise does not result in any liability to, restriction on or admission by the prior written consent Indemnified Party, and (ii) such settlement or compromise constitutes or includes a full release of the indemnifying party (which will not be unreasonably withheldIndemnified Party. In any event, conditioned or delayed). The indemnifying party will be entitled to participate the Indemnified Party may participate, at its own expense, in (but not to control) the defense of any Asserted Liability Liability; provided, that it has elected not upon any adverse decision in litigation on a substantial motion or ruling, the Indemnified Party’s reasonable counsel fees shall thereafter be indemnified hereunder. If the Company chooses to defend with any Asserted Liability, the Indemnified Party will make available to the Company any books, records or other documents within its own counsel and at its own expensecontrol that are necessary or appropriate for such defense.

Opportunity to Defend. The indemnifying party may elect Indemnitor shall have the right, exercisable by giving written notice to the Indemnitee not later than thirty (30) days after receipt of notice of the Third Party Claim from the Indemnitee, to assume control of the defense, compromise and settlement of the Third Party Claim. Upon the assumption of control by the Indemnitor as aforesaid, the Indemnitor shall, solely at its expense, diligently proceed with the defense, compromise or defend, at its own expense and by its own counsel, any Asserted Liability; provided, however, the indemnifying party may not compromise or settle any Asserted Liability without the prior written consent settlement of the indemnified party (which consent will not be unreasonably withheldThird Party Claim, conditioned or delayed) unless including employment of counsel reasonably satisfactory to the Indemnitee, until either (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified Indemnitor and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claimIndemnitee otherwise agree, or (ii) involves no other matters binding upon a court of competent jurisdiction finally determines that the indemnified party Indemnitor does not have an obligation to indemnify the Indemnitee (other than obligations of confidentialityin which event the Indemnitee shall forthwith reimburse the Indemnitor for all amounts paid with respect to such Third Party Claim and the defense thereof). If the indemnifying party elects to compromise or defend such Asserted Liability, it will within thirty (30) calendar days from receipt Indemnitor has assumed the defense of the Claims Notice notify Third Party Claim, the indemnified party of its intent to do so, and the indemnified party will cooperate, at the expense of the indemnifying party, Indemnitee shall reasonably cooperate in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only thereof and shall make available to the extent that Indemnitor all pertinent books, records, documents and other information and all pertinent witnesses under the Indemnitee’s control and shall make such indemnifying party is prejudiced by assignments and take such failure other steps as in the opinion of counsel for the Indemnitor are reasonably necessary to cooperateenable the Indemnitor to conduct such defense. Unless and until In the indemnifying party elects to defend event the Asserted LiabilityIndemnitor undertakes the defense of any Third Party Claim, the indemnified party will have the right, at its option, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed). The indemnifying party will Indemnitee shall nevertheless be entitled to participate in (but not to control) the defense thereof with counsel of any Asserted Liability that it has elected not to defend with its own counsel choice and at its own expense, and the Parties agree to cooperate fully with one another in connection with the defense and/or settlement thereof. From and after delivery of notice to the Indemnitee of its election to assume the defense of the Third Party Claim as herein provided, the Indemnitor shall be relieved of the obligation to reimburse the Indemnitee for any other legal, accounting or other costs and expenses thereafter incurred by the Indemnitee with respect to the defense of such claim, action or proceeding, notwithstanding any participation by the Indemnitee therein. Any decision to settle any such claim, action or proceeding shall be at the Indemnitor’s sole discretion; provided, however, that (1) unless the Indemnitor obtains the prior written consent of the Indemnitee, such settlement may only involve the payment of money damages (and any payments thereof shall be made by the Indemnitor) and (2) no Indemnitor shall consent to the entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by each claimant or plaintiff to each Indemnitee of a release from all liability in respect of such third-party action.

Opportunity to Defend. The indemnifying party Purchaser may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; provided, however, the indemnifying party may not compromise demand or settle any Asserted Liability without the prior written consent of the indemnified party (which consent will not claim asserted to be unreasonably withheld, conditioned covered under this Indemnification provision by Seller or delayed) unless (i) such compromise or settlement requires no more than by a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality)Seller Indemnitee. If the indemnifying party Purchaser elects to compromise or defend any such Asserted Liabilitydemand or claim, it will shall, within thirty (30) calendar days from Calendar Days of receipt of the Claims Notice Indemnification Claim Notice, notify the indemnified party Seller or the Seller Indemnitee of its intent to do so, and the indemnified party will cooperateSeller or the Seller Indemnitee, at as the expense of the indemnifying partycase may be, shall cooperate in the compromise of, or defense against, such Asserted Liabilitydemand or claim. The Purchaser shall reimburse the Seller or the Seller Indemnitee for all out-of-pocket costs reasonably incurred by such party in connection with such cooperation. If the indemnified party Purchaser elects not to compromise or defend, fails to cooperate, then each indemnifying party will be relieved notify the Seller or the Seller Indemnitee of its obligations election as herein provided, or contests its obligation to indemnify under this Section 6 only Agreement, the Seller or Seller Indemnitee may pay, compromise or defend such demand or claim and shall be entitled to reimbursement from the Purchaser for all costs, fees and expenses incurred by the Seller or Seller Indemnitee with respect to the extent that payment, compromise and/or defense of such indemnifying party is prejudiced by such failure to cooperatedemand or claim. Unless and until Notwithstanding the indemnifying party elects to defend foregoing, neither the Asserted LiabilityPurchaser, the indemnified party will have Seller, nor Seller Indemnitee may settle or compromise any claim over the rightobjection of the other, at its option, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle consent to settlement or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will shall not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled to participate In any event, the Seller and the Seller Indemnitee and the Purchaser may participate, at their own expense, in (but not to control) the defense of any Asserted Liability that it has elected not such demand or claim. If the Purchaser elects to defend with any demand or claim, the Seller and/or the Seller Indemnitee shall make available to the Seller any books, records or other documents within its own counsel and at its own expensecontrol that are necessary or appropriate for such defense.

Opportunity to Defend. The indemnifying party Indemnifying Party has the right, exercisable by written notice to the Indemnified Party within 30 days after receipt of a Claims Notice from the Indemnified Party of the commencement or assertion of any Liability Claim in respect of which indemnity may elect be sought under this Article VII, to compromise or defend, at its own expense assume and conduct the defense of such Liability Claim in accordance with the limits set forth in this Agreement with counsel selected by its own counsel, any Asserted Liabilitythe Indemnifying Party and reasonably acceptable to the Indemnified Party; provided, however, that the indemnifying party (i) defense of such Liability Claim by the Indemnifying Party will not, in the reasonable judgment of the Indemnified Party, have a material adverse effect on the Indemnified Party; (ii) Indemnifying Party has sufficient financial resources, in the reasonable judgment of the Indemnified Party, to satisfy the amount of any adverse monetary judgment that is reasonably likely to result; (iii) Liability Claim solely seeks (and continues to seek) monetary damages; and (iv) Indemnifying Party expressly agrees in writing that as between the Indemnifying Party and the Indemnified Party, the Indemnifying Party may only satisfy and discharge the Liability Claim in accordance with the limits set forth in this Agreement (the conditions set forth in clauses (i) through (iv) are, collectively, the "Litigation Conditions"). If the Indemnifying Party does not compromise assume the defense of a Liability Claim in accordance with this Section 7.2(b), the Indemnified Party may continue to defend the Liability Claim. If the Indemnifying Party has assumed the defense of a Liability Claim as provided in this Section 7.2(b), the Indemnifying Party will not be liable for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense of the Liability Claim; provided, however, that if (i) any of the Litigation Conditions ceases to be met or settle (ii) the Indemnifying Party fails to take reasonable steps necessary to defend diligently such Liability Claim, the Indemnified Party may assume its own defense, and the Indemnifying Party will be liable for all reasonable costs or expenses paid or incurred in connection with such defense. The Indemnifying Party or the Indemnified Party, as the case may be, has the right to participate in (but not control), at its own expense, the defense of any Asserted Liability Claim which the other is defending as provided in this Agreement. The Indemnifying Party, if it has assumed the defense of any Liability Claim as provided in this Agreement, may not, without the prior written consent of the indemnified party (which Indemnified Party, consent will not be unreasonably withheldto a settlement of, conditioned or delayed) unless the entry of any judgment arising from, any such Liability Claim that (i) such compromise does not include as an unconditional term thereof the giving by the claimant or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides plaintiff to the Indemnified Party a complete release offrom all liability in respect of such Liability Claim, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon grants any injunctive or equitable relief or (iii) may reasonably be expected to have an adverse effect on the indemnified party (other than obligations of confidentiality). If the indemnifying party elects to compromise or defend such Asserted Liability, it will within thirty (30) calendar days from receipt affected business of the Claims Notice notify the indemnified party of its intent to do so, and the indemnified party will cooperate, at the expense of the indemnifying party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to defend the Asserted Liability, the indemnified party will have the right, at its option, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed)Indemnified Party. The indemnifying party will be entitled Indemnified Party has the right to participate in (but not to control) settle any Liability Claim, the defense of any Asserted Liability that it which has elected not to defend with its own counsel and at its own expensebeen assumed by the Indemnifying Party.

Opportunity to Defend. The indemnifying party Indemnifying Party may elect to --------------------- compromise or defend, and control the defense of, at its own expense and by its own counselcounsel reasonably satisfactory to the Indemnitee, any Asserted Liability; provided, howeverprovided that the Indemnitee shall have no liability or obligation, the indemnifying party may not compromise or settle and shall be subject to no restriction, under any Asserted Liability without the prior written consent of the indemnified party (which consent will not be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which agreed to by the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters Indemnifying Party that were or could have been asserted it has not approved in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentiality)writing. If the indemnifying party Indemnifying Party elects to compromise or defend such Asserted Liability, it will shall within thirty (30) calendar days from receipt (or sooner, if the nature of the Claims Notice Asserted Liability so requires) notify the indemnified party Indemnitee of its intent to do so, and the indemnified party will cooperate, Indemnitee shall cooperate upon the request and at the expense of the indemnifying partyIndemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails Indemnifying Party elects not to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to compromise or defend the Asserted Liability, or fails to notify the indemnified party will have Indemnitee of its election as herein provided, or if the rightIndemnifying Party is not conducting or ceases to conduct a diligent good faith defense of the Asserted Liability, the Indemnitee may pay, compromise or defend such Asserted Liability and receive full indemnification for its losses, liabilities, damages, deficiencies, costs and expenses as provided in Sections 8.2 and 8.3 hereof. In any event, the Indemnitee and the Indemnifying Party may participate, at its optiontheir own expense, to do so in such manner as it deems appropriate; provided, however, that the indemnified party will not settle or compromise any Asserted Liability for which it seeks indemnification hereunder without the prior written consent of the indemnifying party (which will not be unreasonably withheld, conditioned or delayed). The indemnifying party will be entitled to participate in (but not to control) the defense of any such Asserted Liability that it has elected not by the Indemnifying Party or the Indemnitee, respectively. If the Indemnifying Party chooses to defend any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its control that are reasonably requested for such defense and shall otherwise cooperate with the Indemnifying Party, in which event the Indemnitee shall be reimbursed for its own counsel and at its own out-of-pocket expense.

Opportunity to Defend. (a) The indemnifying party Indemnifying Party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; provided, however, the indemnifying party may not compromise or settle except any Asserted Liability without the prior written consent of the indemnified party (which consent will not is likely to result in Environmental Compliance Costs, which shall be unreasonably withheld, conditioned or delayed) unless (i) such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified and such settlement provides a complete release of, or dismissal with prejudice of, all claims against the indemnified party for all matters that were or could have been asserted in connection with such claim, or (ii) involves no other matters binding upon the indemnified party (other than obligations of confidentialitysubject to Section 11.3.2(b). If the indemnifying party Indemnifying Party elects to compromise or defend such Asserted Liability, it will shall within thirty 30 days (30) calendar days from receipt or sooner, if the nature of the Claims Notice Asserted Liability so requires) notify the indemnified party Indemnitee of its intent to do so, and the indemnified party will Indemnitee shall cooperate, at the expense of the indemnifying partyIndemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the indemnified party fails Indemnifying Party elects not to cooperate, then each indemnifying party will be relieved of its obligations under this Section 6 only to the extent that such indemnifying party is prejudiced by such failure to cooperate. Unless and until the indemnifying party elects to compromise or defend the Asserted Liability, fails to notify the indemnified party will have Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement, the rightIndemnitee may pay, at its optioncompromise or defend such Asserted Liability. Notwithstanding the foregoing, to do so in such manner as it deems appropriateneither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of the other; provided, however, that (i) if the indemnified party will not settle settlement or compromise does not result in any Asserted Liability for which it seeks indemnification hereunder without liability to the prior written Indemnifying Party, consent of to settlement or compromise shall not be unreasonably withheld and (ii) if the indemnifying party (which will Indemnitee is fully released from any potential Liability, consent to settlement or compromise shall not be unreasonably withheld. In any event, conditioned or delayed). The indemnifying party will be entitled to participate the Indemnitee and the Indemnifying Party may participate, at their own expense, in (but not to control) the defense of any such Asserted Liability that it has elected not Liability. If the Indemnifying Party chooses to defend with any claim, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its own counsel and at its own expensecontrol that are necessary or appropriate for such defense.