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. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within thirty (30) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the 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. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of the other, provided, however, that consent to settlement or compromise shall not be unreasonably withheld. 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 the 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 may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within thirty (30) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against, such Asserted LiabilityLiability at the sole cost of the Indemnifying Party. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the 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. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of the other, provided, however, that consent to settlement or compromise shall not be unreasonably withheld. In any event, the Indemnitee and the Indemnifying Party may participateparticipate (but not control), at their own expense, in the defense of such Asserted Liability. If the Indemnifying Party chooses to defend the 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 may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within thirty (30) days (after the Claims Notice is given or sooner, if the nature of the Asserted Liability so requires) , notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the 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. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of the other, provided, however, that consent to settlement or compromise shall not be unreasonably withheld. 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 the 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 may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within thirty (30) 30 days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify pay an indemnity under this Agreement, the Indemnitee may pay, compromise or defend such Asserted Liability. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of the other, ; provided, however, that consent to settlement or compromise shall not be unreasonably withheldwithheld or delayed. In any event, the Indemnitee and the Indemnifying Party may participate, at their own expense, in the defense of any such Asserted Liability. If the Indemnifying Party chooses to defend the 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 consent of the indemnified party (which consent shall not be unreasonably withheld or delayed) unless such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified or 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 shall within thirty (30) 30 days (or sooner, if the nature from receipt of the Asserted Liability so requires) Claims Notice notify the Indemnitee indemnified party of its intent to do so, and the Indemnitee indemnified party shall cooperate, at the expense of the Indemnifying Partyindemnifying party, in the compromise of, or defense against, such Asserted Liability. If the Indemnifying Party elects not indemnified party shall fail to compromise or defend the Asserted Liabilitycooperate, fails to notify the Indemnitee then each indemnifying party shall be relieved of all its election as herein provided or contests its obligation to indemnify obligations under this Agreement, the Indemnitee may pay, compromise or defend such Asserted Liability. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of the other, provided, however, that consent to settlement or compromise shall not be unreasonably withheld. 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 the 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.Article X.

Opportunity to Defend. The 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 that the Indemnitee shall have no liability under any compromise or settlement agreed to by the Indemnifying Party which it has not approved in writing. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within thirty (30) 30 days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, cooperate upon the request and at the expense of the Indemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, or fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreementprovided, the Indemnitee may pay, compromise or defend such Asserted Liability. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of the other, provided, however, that consent to settlement or compromise shall not be unreasonably withheldLiability and receive full indemnification for its Losses as provided in Sections 6.2 and 6.3 hereof. In any event, the Indemnitee and the Indemnifying Party may participate, at their own expense, in the defense of such Asserted LiabilityLiability by the Indemnifying Party or the Indemnitee, respectively. If the Indemnifying Party chooses to defend the 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 reasonably requested for such defensedefense and shall otherwise cooperate with the Indemnifying Party, in which event the Indemnitee shall be reimbursed for its out-of-pocket 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. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall shall, within thirty (30) 30 days (or sooner, if the nature of the Asserted Liability so requires) ), notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify pay an indemnity under this Agreement, the Indemnitee may pay, compromise or defend such Asserted Liability. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of the other, ; provided, however, that consent to settlement or compromise shall not be unreasonably withheld. In any event, the Indemnitee and the Indemnifying Party may participate, at their own expense, in the defense of any such Asserted Liability. If the Indemnifying Party chooses to defend the 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 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 that the Indemnitee shall have no liability under any compromise or settlement agreed to by the Indemnifying Party which it has not approved in writing. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within thirty (30) 30 days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, cooperate upon the request and at the expense of the Indemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, or fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreementprovided, the Indemnitee may pay, compromise or defend such Asserted Liability. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of the other, provided, however, that consent to settlement or compromise shall not be unreasonably withheldLiability and receive full indemnification for its Losses as provided in Sections 7.2 and 7.3 hereof. In any event, the Indemnitee and the Indemnifying Party may participate, at their own expense, in the defense of such Asserted LiabilityLiability by the Indemnifying Party or the Indemnitee, respectively. If the Indemnifying Party chooses to defend the 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 reasonably requested for such defensedefense and shall otherwise cooperate with the Indemnifying Party, in which event the Indemnitee shall be reimbursed for its out-of-pocket 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. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within thirty (30) 30 days (or sooner, if the nature of receipt of the Asserted Liability so requires) Claims Notice notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, cooperate in the compromise of, or defense against, such Asserted Liability. The Indemnifying Party shall reimburse the Indemnitee for all out-of-pocket costs incurred by the Indemnitee in connection with such cooperation. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the 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. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of the other, provided, however, that consent to settlement or compromise shall not be unreasonably withheld. 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 the 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, subject to reasonable confidentiality protections.

Opportunity to Defend. The Indemnifying Party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within thirty (30) 30 days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, of or defense against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the 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. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of the other, ; provided, however, that consent to settlement or compromise shall not be unreasonably withheld. 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 the 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 counselcounsel (which counsel shall be reasonably acceptable to the Indemnified Party), any Asserted Liability; provided, however, the indemnifying party may not compromise or settle any Asserted Liability without the consent of the Indemnified Party (which consent shall not be unreasonably withheld or delayed) unless (i) any monetary payment required by the terms of such compromise or settlement will be fully discharged, directly or by reason of indemnity hereunder, by the indemnifying party, and (ii) such compromise or settlement involves no other obligations binding upon the Indemnified Party. If the Indemnifying Party indemnifying party elects to compromise or defend such Asserted Liability, it shall shall, within thirty (30) 30 days (or sooner, if the nature from receipt of the Asserted Liability so requires) Claims Notice, notify the Indemnitee Indemnified Party of its intent to do so, and the Indemnitee Indemnified Party shall cooperate, at the expense of the Indemnifying Partyindemnifying party to the extent such expenses are subject to indemnification hereunder, in the compromise of, or defense against, such Asserted Liability. If the Indemnifying The Indemnified Party elects may not to compromise or defend the Asserted Liability, fails to notify the 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. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over Asserted Liability without the objection of the otherindemnifying party’s consent, provided, however, that consent to settlement or compromise shall which will not be unreasonably withheld. 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 the claim, the Indemnitee shall make available to the Indemnifying Party any books, records withheld or other documents within its control that are necessary or appropriate for such defensedelayed.

Opportunity to Defend. The 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 that the Indemnitee shall have no liability under any compromise or settlement agreed to by the Indemnifying Party which it has not approved in writing. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within thirty (30) 30 days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, cooperate upon the request and at the expense of the Indemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, or fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreementprovided, the Indemnitee may pay, compromise or defend such Asserted Liability. Notwithstanding the foregoingLiability and receive full indemnification for its Losses as provided in Sections 11.2 and 11.3 hereof, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of the other, provided, however, that consent to settlement or compromise shall not be unreasonably withheld. 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 the claim, the Indemnitee shall make available subject to the Indemnifying Party any books, records or other documents within its control that are necessary or appropriate for such defense.limitations included in Section 11.5

Opportunity to Defend. The Indemnifying Party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted LiabilityLiability arising from any third party claim. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within thirty (30) 30 days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, of or defense against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the 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. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim Asserted Liability over the objection of the other, ; provided, however, that consent to settlement or compromise shall not be unreasonably be withheld. 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 the claimany Asserted Liability, 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 Except with respect to actions or --------------------- proceedings between the Indemnifying Party and the Indemnitee, the Indemnifying Party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within thirty (30) 30 days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the 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. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of the other, provided, however, that consent to settlement or compromise shall not be unreasonably withheld. 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 the claimany Asserted Liability, 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 may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within thirty ten (3010) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee .Indemnitee shall cooperate, at and any reasonable expenses incurred by the expense Indemnitee in the course of such cooperation shall be borne by the Indemnifying Party, in the compromise of, of or defense against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee Indemnity may pay, compromise or defend such Asserted Liability. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of the other, provided, however, that consent to settlement or compromise shall not be unreasonably withheld. 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 the 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 may elect to compromise or defend, at its own expense and by its own counselcounsel if approved by the Indemnified Party (such approval not to be unreasonably withheld), any Asserted Liability. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within thirty (30) 30 days of the Claims Notice (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee Indemnified Party of its intent to do so, and and. the Indemnitee Indemnified Party shall cooperate, as requested by and at the expense of the Indemnifying Party, in the compromise of, or defense against, such Asserted LiabilityLiability and the parties agree to give each other full access to all information relevant thereto and reasonable access to each other's employees during normal business hours, upon reasonable notice. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the Indemnitee Indemnified Party of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee Indemnified Party may pay, compromise or defend such Asserted Liability. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee Indemnified Party may settle or compromise any claim over the objection of the other; PROVIDED, provided, howeverHOWEVER, that consent to settlement or compromise shall not be unreasonably withheld. In any event, the Indemnitee Indemnified Party and the Indemnifying Party may participate, at their own expense, in the defense of such Asserted Liability. If the Indemnifying Party chooses to defend the 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 defenseLiabilities.

Opportunity to Defend. The Indemnifying Party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within thirty (30) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the 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 LiabilityLiability and seek repayment from the Indemnifying party. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of the other, ; provided, however, that consent to settlement or compromise shall not be unreasonably withheld. 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 the 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 may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within thirty (30) 30 days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the Indemnitee of its election as herein provided provided, or contests its obligation fails diligently and promptly to indemnify under this Agreementdefend or compromise such Asserted Liability, the Indemnitee may pay, compromise or defend such Asserted Liability. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim Asserted Liability over the objection of the other, ; provided, however, that consent to settlement or compromise shall not be unreasonably withheld. 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 the claimany Asserted Liability, 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. All the parties hereto shall cooperate in the defense or prosecution of an Asserted Liability and shall furnish such records, information and testimony, as may be reasonably requested in connection therewith.

Opportunity to Defend. The Indemnifying Party may elect shall have the right to compromise or defend, at its own expense and by its own counsel, any Asserted Liability. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within thirty (30) 30 calendar days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement, then the Indemnitee may pay, compromise or defend such Asserted Liability. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of the other, ; provided, however, that consent to settlement or compromise shall not be unreasonably withheldwithheld or delayed. 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 the 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 An Indemnifying Party may elect to compromise or defenddefend any Asserted Third Party Liability, at its own expense and by with counsel of its own counselchoice reasonably acceptable to the Indemnified Party, any Asserted Liabilityprovided that the Indemnifying Party has acknowledged responsibility for defending, indemnifying and holding the Indemnified Party harmless with respect thereto. If the Indemnifying Party elects (i) does not elect to compromise defend against the Asserted Third Party Liability, or (ii) fails, in a timely manner, to notify the Indemnified Party of its election so to defend, then the Indemnified Party shall have the right to pay, compromise, contest or defend such Asserted Liability, it shall within thirty (30) days (or sooner, if Third Party Liability on behalf of and for the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, account and the Indemnitee shall cooperate, at the expense risk of the Indemnifying Party. Anything in this Section 6.5 to the contrary notwithstanding, in (i) the compromise ofIndemnified Party shall have the right, at its own cost and for its own account, to compromise, contest or defense againstdefend any Asserted Third Party Liability, such Asserted Liability. If and (ii) the Indemnifying Party elects not to compromise or defend shall not, without the Asserted LiabilityIndemnified Party’s prior written consent, fails to notify the 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. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of the other, provided, however, that Asserted Third Party Liability or consent to settlement or compromise shall the entry of any judgment which does not be unreasonably withheldinclude an unconditional release the Indemnified Party from all Liability in respect of such Asserted Third Party Liability. In any event, the Indemnitee Indemnified Party and the Indemnifying Party may participate, at their own expense, in the defense contest of such Asserted Third Party Liability. If the Indemnifying Party chooses The parties shall cooperate fully with each other as to defend the claim, the Indemnitee all Asserted Liabilities and shall make available to the Indemnifying 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 respect to any Asserted Third Party any books, records or other documents within its control that are necessary or appropriate for such defenseLiability.

Opportunity to Defend. The Indemnifying Party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within thirty (30) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the 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. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of the other, provided, however, that consent to settlement or compromise shall not be unreasonably withheld. In any event, the Indemnitee and the Indemnifying Party may participateparticipate (but not control), at their own expense, in the defense of such Asserted Liability. If the Indemnifying Party chooses to defend the 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 may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within thirty (30) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreementprovided, the Indemnitee may pay, compromise or defend such Asserted Liability. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim Asserted Liability over the objection of the other, ; provided, however, that any consent to settlement or compromise shall not be unreasonably withheldwithheld or delayed. 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 the claimany Asserted Liability, 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 may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within thirty (30) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the 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. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of the other, provided, however, that consent to settlement or compromise shall not be unreasonably withheld. 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 the 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

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, that Indemnitor may not compromise or settle any Asserted Liability without the consent of Indemnitee, such consent not to be unreasonably withheld, unless such compromise or settlement requires no more than a monetary payment for which Indemnitee and any other indemnifiable parties hereunder are fully indemnified. If the Indemnifying Party Indemnitor elects to compromise or defend such Asserted Liability, it shall within thirty (30) 15 days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, so and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, cooperate in the compromise of, or defense against, such Asserted Liability. If the Indemnifying Party Indemnitor elects not to compromise or defend the any Asserted Liability, fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreementindemnify, the Indemnitee may pay, compromise or defend such Asserted Liability. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee Liability without prejudice to any right it may settle or compromise any claim over the objection of the other, provided, however, that consent to settlement or compromise shall not be unreasonably withheldhave hereunder. In any event, the Indemnitee each of Buyer and the Indemnifying Party Seller may participate, at their its own expense, in the defense of such any Asserted LiabilityLiability in respect of which it may have an indemnification obligation hereunder. If the Indemnifying Party either party chooses to defend or participate in the claimdefense of any Asserted Liability, it shall have the Indemnitee shall make available right to receive from the Indemnifying Party other party any books, records or other documents within its such party's control that are necessary or appropriate for such defense.

Opportunity to Defend. The Indemnifying Party may elect to compromise or defend, in good faith at its or their own expense and by its or their own counsel, any Third-Party Asserted Liability. If the Indemnifying Party elects to compromise or defend such Third-Party Asserted Liability, it shall within thirty (30) 10 days (or sooner, if the nature of the Third-Party Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against, such Third-Party Asserted Liability. Such an election shall constitute the Indemnifying Party's complete assumption (vis-a-vis the Indemnitee) of responsibility for such Third-Party Asserted Liability and any Losses with respect thereto (including, without limitation, the responsibility to undertake in good faith the immediate defense of such Third-Party Asserted Claim at its own expense). If the Indemnifying Party elects not to compromise or defend the Third-Party Asserted Liability, fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement, then the Indemnitee may shall have the exclusive right to pay, compromise or defend such Third-Party Asserted Liability. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over without the objection consent of the other, ; provided, however, that consent to settlement or compromise shall not be unreasonably withheldwithheld or delayed. In any event, the Indemnitee and the Indemnifying Party may participate, at their own expense, in the defense of such Third-Party Asserted Liability. If the Indemnifying Party chooses to defend the any claim, the Indemnitee and Company shall make available to the Indemnifying Party any books, records or other documents within its their control that are necessary or appropriate for such defense.

Opportunity to Defend. (a) The Indemnifying Party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability, except any Asserted Liability which is likely to result in Environmental Compliance Costs, which shall be subject to Section 11.3.2(b). If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within thirty (30) 30 days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the 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. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of the other, ; provided, however, that if the settlement or compromise does not result in any liability to the Indemnifying Party, consent to settlement or compromise shall not be unreasonably withheld. 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 the 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 may elect to compromise or defend, at its own expense and by its own counsel, any Asserted LiabilityLiability asserted by a third party. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within thirty (30) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the 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. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of the other, provided, however, that consent to settlement or compromise shall not be unreasonably withheld. 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 the 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 defensedefense (subject to appropriate confidentiality provisions).

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 LiabilityLiability provided that the Indemnitee shall have no liability under any compromise or settlement agreed to by the Indemnitor that it has not approved in writing. If the Indemnifying Party Indemnitor elects to compromise or defend such Asserted Liability, it shall within thirty (30) 30 days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, 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 Indemnifying Party Indemnitor elects not to compromise or defend against the Asserted Liability, or fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreementprovided, the Indemnitee may pay, compromise or defend such Asserted Liability. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of the other, provided, however, that consent to settlement or compromise shall not be unreasonably withheldLiability and receive full indemnification for its Losses as provided in Sections 10.1 and 10.2. In any event, the Indemnitee and the Indemnifying Party Indemnitor may participate, at their own expense, in the defense of such Asserted LiabilityLiability by the Indemnitor or the Indemnitee, respectively. If the Indemnifying Party Indemnitor chooses to defend the 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.Indemnitor

Opportunity to Defend. The Indemnifying Party indemnifying party may elect (with the Selling Shareholders being deemed one indemnifying party that acts through the Selling Shareholders' Representative in making such election and taking all other actions specified in this Article VII) 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 consent of the indemnified party unless such compromise or settlement requires no more than a monetary payment for which the indemnified party hereunder is fully indemnified or involves other matters not binding upon the indemnified party and such compromise or settlement includes an unconditional release of the indemnified party. If the Indemnifying Party indemnifying party elects to compromise or defend such Asserted Liability, it the Selling Shareholders' Representative or Parent or Purchaser, as the case may be, shall within thirty ten (3010) ten business days after receipt of notice thereof (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee indemnified party of his or its intent to do so, and the Indemnitee indemnified party shall cooperate, at the expense of the Indemnifying Partyindemnifying 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 Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the 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. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of the other, provided, however, that consent to settlement or compromise shall not be unreasonably withheld. 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 the 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

Opportunity to Defend. The Indemnifying Party may subject as mentioned below, elect to compromise or to defend, at its own expense and by its own counsel, any Asserted Liability. If the Indemnifying Party (acting through Mr Pxxxxxx xx the case of the Sellers) elects to compromise or defend such Asserted Liability, it shall will within thirty (30) 10 days (or sooner, if the nature of receipt of the Asserted Liability so requires) Claim Notice notify the Indemnitee of its intent wish to do so, and subject as mentioned below the Indemnitee shall will cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense defence against, such Asserted LiabilityLiability (such co-operation will include the Indemnitee allowing and procuring the Company to allow the Indemnifying Party (using professional advisers nominated by the Indemnifying Party) to take such action and institute and conduct such proceedings on behalf of the Indemnitee or the Company as the Indemnifying Party may reasonably request to dispute, resist, appeal or compromise, defend, remedy or mitigate the subject matter of any claim or to enforce against any third party the rights of the Company in relation to such claim). The Indemnifying Party shall indemnify the Company and the Indemnitee in connection with and arising out of the actions and the proceedings requested by the Indemnifying Party. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the 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. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of the other, provided, however, that consent to settlement or compromise shall not be unreasonably withheld. 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 the 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.Asserted

Opportunity to Defend. The Indemnifying Party Indemnitor may elect to compromise or defend, at its own expense and by its own counsel, any claim; provided, however, that Indemnitor may not compromise or settle any Asserted LiabilityLiability without the consent of indemnitee, such consent not to be unreasonably withheld, unless such compromise or settlement requires no more than a monetary payment for which indemnitee and any other indemnifiable parties hereunder are fully indemnified or involves other matters not binding upon indemnitee or such other indemnifiable parties. If the Indemnifying Party Indemnitor elects to compromise or defend such Asserted Liabilityclaim, it shall within thirty (30) 15 days (or sooner, if the nature of the Asserted Liability claim so requires) notify the Indemnitee indemnitee of its intent to do so, so and the Indemnitee indemnitee shall cooperate, at the expense of the Indemnifying Party, in cooperation the compromise of, or defense against, such Asserted Liabilityclaim. If the Indemnifying Party indemnitor elects not to compromise or defend the Asserted Liabilityany claim, fails to notify the Indemnitee indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreementindemnify, the Indemnitee indemnitee may pay, compromise or defend such Asserted Liability. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee claim without prejudice to any right it may settle or compromise any claim over the objection of the other, provided, however, that consent to settlement or compromise shall not be unreasonably withheldhave hereunder. In any event, the Indemnitee and the Indemnifying Party each party may participate, at their its own expense, in the defense of such Asserted Liabilityany claim in respect of which it may have an indemnification obligation under Section 9.1. If the Indemnifying Party either party chooses to defend or participate in the defense of any claim, it shall have the Indemnitee shall make available right to receive from the Indemnifying Party other party any books, records or other documents within its such party's control that are necessary or appropriate for such defense.

Opportunity to Defend. (i) The 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, except any Asserted Liability by any customer of the Company with respect to the business conducted by the Company prior to the Closing, which shall be subject to Section 11.4(b)(ii). If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within thirty (30) 30 days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its such party's intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the Indemnitee of its such party's election as herein provided or contests its such party's obligation to indemnify under this Agreement, the Indemnitee may pay, compromise or defend such Asserted Liability. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim Asserted Liability over the objection of the other, ; provided, however, that consent to settlement or compromise shall not be unreasonably withheld. 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 the claimany Asserted Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its such party's 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. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within thirty (30) days (after the Claims Notice is given or sooner, if the nature of the Asserted Liability so requires) , notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the 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. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of the other, provided, however, that consent to settlement or compromise shall not be unreasonably withheld. 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 the 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.. (c)

Opportunity to Defend. The Indemnifying Party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability and if it does so the Indemnifying Party shall have the right to make all judgments and decisions in respect of the handling of the defense of such Asserted Liability and the settlement or compromise of the Asserted Liability, subject to the provisions of this Section 10.04. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within thirty (30) 30 days of the Claims Notice (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, as requested by and at the expense of the Indemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreement, the Indemnitee may pay, compromise compromise, or defend such Asserted Liability. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim subject to indemnification over the objection of the other, ; provided, however, that consent to settlement or compromise shall not be unreasonably withheld. 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 the 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.such

Opportunity to Defend. The Indemnifying Party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within thirty (30) 30 days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the 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. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim Asserted Liability over the objection of the other, ; provided, however, that consent to settlement or compromise shall not be unreasonably withheld. 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 the claimany Asserted Liability, 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. (i) The 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, except any Asserted Liability by any customer of the Company with respect to the business conducted by the Company prior to the Closing, which shall be subject to Section 11.4(b)(ii). If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within thirty (30) 30 days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its such party's intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the Indemnitee of its such party's election as herein provided or contests its such party's obligation to indemnify under this Agreement, the Indemnitee may pay, compromise or defend such Asserted Liability. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim Asserted Liability over the objection of the other, ; provided, however, that consent to settlement or compromise shall not be unreasonably withheld. 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 39 34 defend the claimany Asserted Liability, the Indemnitee shall make available to the Indemnifying Party any books, records or other documents within its such party's control that are necessary or appropriate for such defense.

Opportunity to Defend. The Indemnifying Party (i) Except as provided in the last sentence of this subpart (B), ACDL may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability; provided, however, that counsel for ACDL shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld or delayed). If the Indemnifying Party ACDL elects to compromise or defend such Asserted Liability, it shall shall, within thirty (30) 10 days (or sooner, if the nature of the Asserted Liability so requires) ), notify the Indemnitee Indemnified Party of its intent to do so, and the Indemnitee Indemnified Party shall reasonably cooperate, at the expense of the Indemnifying PartyACDL, in the compromise of, or defense against, such Asserted Liability. If the Indemnifying Party ACDL elects not to compromise or defend the Asserted Liability, Liability or fails to notify the Indemnitee Indemnified Party of its election as herein provided or contests its obligation to indemnify under this Agreementprovided, the Indemnitee such Indemnified Party may pay, compromise or defend such Asserted LiabilityLiability (at ACDL’s sole cost and expense). Notwithstanding the foregoing, neither the Indemnifying Party ACDL nor the Indemnitee Indemnified Party may settle or compromise any claim over the objection of the other, ; provided, however, that if the claim is for money damages only, ACDL can settle or compromise any such claim solely for money damages without the consent to of the Indemnified Party provided it pays or otherwise satisfies the money damages in full. No settlement or compromise shall not may be unreasonably withheld. In any event, entered into by ACDL without an unconditional and full release of the Indemnitee and the Indemnifying Party may participate, at Indemnified Parties reasonably acceptable to their own expense, in the defense of such Asserted Liabilitycounsel. If the Indemnifying Party chooses ACDL elects to defend the any claim, the Indemnitee Indemnified Party shall make available to the Indemnifying Party any ACDL such non-privileged books, records or other documents within its control that are necessary or appropriate for such defensedefense (in the judgment of counsel engaged by ACDL).

Opportunity to Defend. The Indemnifying Party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within thirty (30) days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperatecooperate with the Indemnifying Party and shall provide the Indemnifying Party access to its records and personnel relating to any such Asserted Liability, in each case, at the expense of the Indemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, Liability or fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this Agreementprovided, the Indemnitee may pay, compromise or defend such Asserted LiabilityLiability at the expense of the Indemnifying Party. Notwithstanding Subject to the foregoing, neither limitations contained in Section 9.4.3 on the obligations of the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection in respect of the other, provided, however, that consent to settlement or compromise shall not be unreasonably withheld. In any eventproposed settlements, the Indemnitee shall have the right 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 may participate, at their own expense, shall have been authorized in writing by the Indemnifying Party in connection with the defense of such Asserted Liability. If the action, or (b) such Indemnifying Party chooses shall not have, as provided above, promptly employed counsel reasonably satisfactory to defend the claim, the Indemnitee shall make available to take charge of 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. If the Indemnifying Party indemnifying party elects to compromise or defend such Asserted Liability, it shall within thirty (30) 30 days (or sooner, if the nature of the Asserted Liability so requires) ), notify the Indemnitee indemnified party of its intent to do so, and the Indemnitee indemnified party shall cooperate, at the expense of the Indemnifying Partyindemnifying party, in the compromise of, or defense against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify under this AgreementThereafter, the Indemnitee indemnified party may pay, compromise or defend such Asserted Liability. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of the other, provided, however, that consent elect to settlement or compromise shall not be unreasonably withheld. In any event, the Indemnitee and the Indemnifying Party may participate, participate at their its own expense, in the defense of such Asserted Liability. If ; provided that, if the Indemnifying Party chooses named parties to defend any such proceeding (including any impleaded parties) include both the claimindemnifying party and the indemnified party or if the indemnifying party proposes that the same counsel represent both the indemnified party and the indemnifying party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing interests between them, then the Indemnitee indemnified party shall make available have the right to retain its own counsel at the Indemnifying Party any books, records cost and expense of the indemnifying party; provided that the indemnifying party shall have the right to approve such counsel (which consent is not to be unreasonably withheld) and further provided that the indemnifying party shall in no event be responsible for the cost or other documents within its control that are necessary or appropriate expenses of more than one counsel for such defense.the indemnified

Opportunity to Defend. The Indemnifying Party may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall shall, within thirty (30) days 20 Business Days following its receipt of the Claims Notice (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the Indemnitee of its election as herein provided or contests its obligation to indemnify provide indemnification under this Agreement, the Indemnitee may pay, compromise or defend such Asserted Liability. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over without the objection consent of the otherother party, provided, however, that such consent to settlement or compromise shall not be unreasonably withheld. 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 the 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 may elect to compromise or defend, at its own expense and by its own counsel, any Asserted Liability. If the Indemnifying Party elects to compromise or defend such Asserted Liability, it shall within thirty (30) 30 days (or sooner, if the nature of the Asserted Liability so requires) notify the Indemnitee of its intent to do so, and the Indemnitee shall cooperate, at the expense of the Indemnifying Party, in the compromise of, or defense against, such Asserted Liability. If the Indemnifying Party elects not to compromise or defend the Asserted Liability, fails to notify the 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. Notwithstanding the foregoing, neither the Indemnifying Party nor the Indemnitee may settle or compromise any claim over the objection of the other, ; provided, however, that consent to settlement or compromise shall not be unreasonably withheld. 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 the 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.. 8.5