Common use of Control of Litigation Clause in Contracts

Control of Litigation. 5.1 Within 20 calendar days following receipt by Acquiror of notice of any claim by a third party or of the commencement of any action or proceeding by a third party which may give rise to an indemnity claim under Article XIII of the Share Exchange Agreement, Acquiror shall notify the Shareholder Agent in writing of such claim, action or proceeding; provided, that failure to give such notification shall not affect Acquiror's rights to indemnification under Article XIII of the Share Exchange Agreement, except to the extent the Shareholder Agent shall have been prejudiced as a result of such failure. Upon receipt of such written notice, the Shareholder Agent shall be entitled to participate in and, to the extent that it may wish, unless it is reasonably foreseeable that the Losses from such claim, action or proceeding will exceed the value of the Escrow Shares remaining in the Escrow Account or such claim, action or proceeding involves a claim for injunction or other specific relief, assume the defense, conduct or settlement of such claim, action or proceeding by giving written notice thereof to Acquiror within forty-five (45) days of his receipt of notice of such claim, action or proceeding. After delivery of such notice to Acquiror, the Shareholders shall not be liable to Acquiror for any legal expenses subsequently incurred by Acquiror in connection with the defense, conduct or settlement of such claim, action or proceeding; provided, that, if the Shareholder Agent fails to take reasonable steps necessary to diligently defend such claim, action or proceeding within 20 calendar days after receiving written notice from Acquiror that it believes the Shareholder Agent has failed to take such steps, then Acquiror may assume such defense, and the Shareholders shall be liable for any expenses therefor. -36-

Control of Litigation. 5.1 Within 20 calendar days following receipt by Acquiror (a) The Indemnitees and Indemnitee Affiliates agree to give prompt notice to the Indemnitors of notice the assertion of any claim by a third party claim, or of the commencement of any action suit, action, or proceeding by a third party in respect of which indemnity may be sought under Section 6.1(b) of this Agreement and of any Loss which any such Indemnitee deems to be within the gambit of Section 6.1(b) of this Agreement other than relating to Taxes (specifying with reasonable particularity the basis therefor) and will give rise to an indemnity claim under Article XIII of the Share Exchange AgreementIndemnitors such information with respect thereto as the Indemnitors may reasonably request. The Indemnitors may, Acquiror shall notify the Shareholder Agent in writing of such claimat their own expense, action or proceeding; provided, that failure to give such notification shall not affect Acquiror's rights to indemnification under Article XIII of the Share Exchange Agreement, except to the extent the Shareholder Agent shall have been prejudiced as a result of such failure. Upon receipt of such written notice, the Shareholder Agent shall be entitled to participate in and, upon notice to the extent that it may wish, unless it is reasonably foreseeable that the Losses from such claim, action or proceeding will exceed the value of the Escrow Shares remaining in the Escrow Account or such claim, action or proceeding involves a claim for injunction or other specific reliefIndemnitee, assume the defense of any such suit, action, or proceeding; provided that the Indemnitors’ counsel is reasonably satisfactory to such Indemnitee, the Indemnitors shall thereafter consult with such Indemnitee upon such Indemnitee’s reasonable request for such consultation from time to time with respect to such suit, action, or proceeding, and the Indemnitors shall not, without such Indemnitee’s consent, which consent shall not be unreasonably withheld, settle or compromise any such suit, action, or claim. If the Indemnitors assume such defense, conduct or settlement of such claimIndemnitees shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, action or proceeding at their own expense, separate from the counsel employed by giving written notice thereof to Acquiror within forty-five (45) days of his receipt of notice of such claim, action or proceedingthe Indemnitors. After delivery of such notice to AcquirorFor any period during which the Indemnitors have not assumed the defense thereof, the Shareholders Indemnitors shall be liable for the fees and expenses of counsel employed by any Indemnitee; provided, however, that the Indemnitors shall not be liable to Acquiror for the fees or expenses of more than one counsel employed by any legal expenses subsequently incurred by Acquiror Indemnitee in connection any jurisdiction for all Indemnitees. If the Indemnitees assume the defense thereof, the Indemnitees shall thereafter consult with the defenseIndemnitors upon the Indemnitors’ reasonable request for such consultation from time to time with respect to such suit, conduct action, or settlement of proceeding and the Indemnitees shall not, without the Indemnitors’ consent, which consent shall not be unreasonably withheld, settle or compromise any such suit, action, or claim. Whether or not the Indemnitors choose to defend or prosecute any claim, action all of the parties hereto shall cooperate in the defense or proceeding; provided, that, if the Shareholder Agent fails to take reasonable steps necessary to diligently defend such claim, action or proceeding within 20 calendar days after receiving written notice from Acquiror that it believes the Shareholder Agent has failed to take such steps, then Acquiror may assume such defense, and the Shareholders shall be liable for any expenses therefor. -36-prosecution thereof.

Control of Litigation. 5.1 Within 20 calendar days following receipt by Acquiror of notice Following the Effective Date, AMR shall, in its sole discretion, control and direct the conduct of any claim by a third party audit or inquiry or any administrative or judicial appeal or other proceeding regarding Spinoff Restructuring Taxes. Further, AMR shall have exclusive authority and control over the investigation, prosecution, defense, and appeal of all Tax litigation relating to or arising in connection with the Spinoff, and may settle or compromise, or consent to the entry of any judgment with respect to any such litigation, without the consent of Sabre. However, AMR and Sabre shall jointly control and direct the conduct of any audit or inquiry or any administrative or judicial appeal or other proceeding related to or arising out of representations 10, 11 or 14 of the commencement Sabre Representation Letter, and neither AMR nor Sabre shall settle or compromise, or consent to the entry of any judgment with respect to any such litigation without the prior written consent of the other. Notwithstanding the foregoing provisions of this Section 5.03: (i) AMR shall promptly notify Sabre of any action or proceeding threatened action by a third party any Tax Authority which may could give rise to an indemnity claim liability or indemnification by Sabre under Article XIII this agreement; (ii) AMR shall allow a representative of the Share Exchange Agreement, Acquiror shall notify the Shareholder Agent in writing of such claim, action or proceeding; provided, that failure to give such notification shall not affect Acquiror's rights to indemnification under Article XIII of the Share Exchange Agreement, except to the extent the Shareholder Agent shall have been prejudiced as a result of such failure. Upon receipt of such written notice, the Shareholder Agent shall be entitled Sabre to participate in andany meetings with such Tax Authority and shall allow Sabre reasonable opportunity to review and comment on any submission by AMR to such Tax Authority; and (iii) in the event that a Tax Authority raises a position which, to if sustained, would result in a Tax for which Sabre would bear one hundred percent (100%) of the extent liability (as Indemnitor or otherwise) for such issue, and Sabre acknowledges in writing its agreement that it may wish, unless it is reasonably foreseeable that the Losses from such claim, action or proceeding will exceed the value of the Escrow Shares remaining in the Escrow Account or such claim, action or proceeding involves a claim for injunction or other specific relief, assume the defense, conduct or settlement of such claim, action or proceeding by giving written notice thereof to Acquiror within forty-five (45) days of his receipt of notice of such claim, action or proceeding. After delivery of such notice to Acquiror, the Shareholders shall not be liable to Acquiror for any legal expenses subsequently incurred by Acquiror in connection with the defense, conduct or settlement of such claim, action or proceeding; provided, that, if the Shareholder Agent fails to take reasonable steps necessary to diligently defend such claim, action or proceeding within 20 calendar days after receiving written notice from Acquiror that it believes the Shareholder Agent has failed to take such steps, then Acquiror may assume such defense, and the Shareholders shall would be liable for such Tax and provides evidence (reasonably satisfactory to AMR) demonstrating its ability to pay such Tax, AMR shall afford Sabre the opportunity to control the contest of such assertion of Tax, at its own expense, in such manner as Sabre shall reasonably direct, and Sabre shall provide AMR the opportunity to reviw and comment upon any expenses therefor. -36-materials produced by Sabre pursuant to such contest prior to their submission and shall permit AMR to participate in any meetings with any Tax Authority in connection therewith.

Control of Litigation. 5.1 Within 20 calendar days following receipt by Acquiror of notice of any claim by a third party or Any Investor Indemnitee shall promptly notify Seller of the commencement of any action action, suit, or proceeding by a third party which may give rise with respect to an indemnity claim under Article XIII Indemnified Investor Liability or the assertion of any Indemnified Investor Liability, in each case as to which indemnification is sought; provided, that the failure to provide such notice shall not release Seller from any of its obligations to indemnify to the extent that such failure does not materially prejudice the rights of Seller in its ability to defend such Indemnified Investor Liability. Seller shall, at its own expense, assume or cause to be assumed the defense of any such Indemnified Investor Liability within thirty (30) days after the affected Investor Indemnitee shall have notified Seller of it. Such Investor Indemnitee, upon reasonable notice by Seller or the Person assuming the defense shall consult from time to time with respect to such Indemnified Investor Liability and provide Seller or the Person assuming the defense with any documents or other items or access to any witness which Seller or the Person assuming the defense deems in its reasonable judgment to be necessary in connection with the defense of such Indemnified Investor Liability, and Seller shall pay or reimburse or cause to be paid or reimbursed, any reasonable out-of-pocket costs for the defense. Such Investor Indemnitee may participate in the defense of any such Indemnified Investor Liability and employ separate counsel, at its own expense, unless such Investor Indemnitee shall have reasonably determined that counsel selected by Seller or such Person has a conflict of interest because of the Share Exchange Agreementavailability of different or additional defenses to such Investor Indemnitee, Acquiror in which case Seller shall notify pay or cause to be paid the Shareholder Agent costs and expenses of counsel employed by the Investor. Seller and its insurers may, in writing of their sole discretion, defend, settle, or compromise any such claimaction, action suit, or proceeding; provided, that failure to give such notification shall not affect Acquiror's rights to indemnification under Article XIII of the Share Exchange Agreement, except to the extent the Shareholder Agent shall have been prejudiced as a result of such failure. Upon receipt of such written notice, the Shareholder Agent shall be entitled to participate in and, to the extent that it may wish, unless it is reasonably foreseeable that the Losses from such claim, action or proceeding will exceed the value of the Escrow Shares remaining in the Escrow Account or such claim, action or proceeding involves a claim for injunction or other specific relief, assume the defense, conduct or settlement of such claim, action or proceeding by giving written notice thereof to Acquiror within forty-five (45) days of his receipt of notice of such claim, action or proceeding. After delivery of such notice to Acquiror, the Shareholders shall not be liable to Acquiror for any legal expenses subsequently incurred by Acquiror in connection with the defense, conduct or settlement of such claim, action or proceeding; provided, that, if the Shareholder Agent fails to take reasonable steps necessary to diligently defend such claim, action or proceeding within 20 calendar days after receiving written notice from Acquiror that it believes the Shareholder Agent has failed to take such steps, then Acquiror may assume such defense, Seller and the Shareholders its insurers shall be liable in respect of all Indemnified Investor Liabilities relating to the matter (whether by payment of any judgment, settlement, amount, or indemnity) and no settlement or compromise shall be entered into unless such Investor Indemnitee is fully released or discharged from all such Indemnified Investor Liabilities. Participation by any such Investor Indemnitee in any such action, suit, or claim shall not constitute a waiver of the indemnification provided in this Article VII. Nothing contained in this Section 7.5 shall be deemed to require the Investor Indemnitee to contest any Indemnified Investor Liability or to assume responsibility for or control of any expenses therefor. -36-judicial proceeding with respect to it.

Control of Litigation. 5.1 Within 20 calendar days following receipt by Acquiror (a) The BOWLIN Indemnitees agree to give prompt notice to the Company of notice txx xxsertion of any claim by a third party claim, or of the commencement of any third party suit, action, or proceeding in respect of which indemnity may be sought under SECTION 5.2 of this Agreement and of any Loss which any such Indemnitee deems to be reimbursable under SECTION 5.2 of this Agreement (specifying with reasonable particularity the basis therefore) and will give the Company such information with respect thereto as the Company may reasonably request; PROVIDED, HOWEVER, that the failure to give such notice by the Indemnitee shall not abrogate Indemnitee's rights hereunder unless such failure materially impairs the rights or ability of the Company to defend the suit, action or proceeding by a third party which may give rise or to an indemnity claim under Article XIII otherwise provide indemnification to the Indemnitee. The Company may, at its own expense, participate in and, upon notice to such Indemnitee, assume the defense of the Share Exchange Agreement, Acquiror shall notify the Shareholder Agent in writing of any such claimsuit, action or proceeding; provided, PROVIDED that failure the Company's counsel is reasonably satisfactory to give such notification Indemnitee. The Company shall thereafter consult with such Indemnitee upon such Indemnitee's reasonable request for such consultation from time to time with respect to such suit, action, or proceeding, and the Company shall not, without such Indemnitee's consent, which consent shall not affect Acquiror's rights to indemnification under Article XIII of be unreasonably withheld, settle or compromise any such suit, action or claim. If the Share Exchange AgreementCompany assumes such defense, except to the extent the Shareholder Agent such Indemnitees shall have been prejudiced as a result of such failure. Upon receipt of such written notice, the Shareholder Agent shall be entitled right (but not the duty) to participate in andthe defense thereof and to employ counsel, to at their own expense, separate from the extent that it may wish, unless it is reasonably foreseeable counsel employed by the Company. In the event that the Losses from Company, within ten days after the notice of any such action or claim, does not assume the defense thereof, the Indemnitee will have the right to undertake the defense, compromise or settlement of any action, claim or proceeding for the account of the Company. For any period during which the Company has not assumed the defense thereof, the Company shall be liable for the fees and expenses of counsel employed by any Indemnitee. If the Indemnitees conduct the defense thereof, the Indemnitees shall consult with the Company upon the Company's reasonable request for such consultation with respect to such suit, action or proceeding will exceed and the value of Indemnitees shall not, without the Escrow Shares remaining in the Escrow Account Company's consent, which consent shall not be unreasonably withheld, settle or compromise any such claimsuit, action or proceeding involves a claim for injunction claim. Whether or other specific relief, assume not the defense, conduct Company chooses to defend or settlement of such prosecute any claim, action all of the parties hereto shall cooperate in the defense or proceeding by giving written notice thereof to Acquiror within forty-five (45) days of his receipt of notice of such claim, action or proceeding. After delivery of such notice to Acquiror, the Shareholders shall not be liable to Acquiror for any legal expenses subsequently incurred by Acquiror in connection with the defense, conduct or settlement of such claim, action or proceeding; provided, that, if the Shareholder Agent fails to take reasonable steps necessary to diligently defend such claim, action or proceeding within 20 calendar days after receiving written notice from Acquiror that it believes the Shareholder Agent has failed to take such steps, then Acquiror may assume such defense, and the Shareholders shall be liable for any expenses therefor. -36-prosecution thereof.

Control of Litigation. 5.1 Within 20 calendar days following receipt by Acquiror (a) The Indemnitees and Indemnitee Affiliates agree to give prompt notice to the Indemnitors of notice the assertion of any claim by a third party claim, or of the commencement of any action suit, action, or proceeding by a third party in respect of which indemnity may be sought under Section 8.1.2 or Section 8.1.3 of this Agreement and of any Loss which any such Indemnitee deems to be within the ambit of Section 8.1.2 or Section 8.1.3 of this Agreement (specifying with reasonable particularity the basis therefor) and will give rise to an indemnity claim under Article XIII of the Share Exchange AgreementIndemnitors such information with respect thereto as the Indemnitors may reasonably request. The Indemnitors may, Acquiror shall notify the Shareholder Agent in writing of such claimat their own expense, action or proceeding; provided, that failure to give such notification shall not affect Acquiror's rights to indemnification under Article XIII of the Share Exchange Agreement, except to the extent the Shareholder Agent shall have been prejudiced as a result of such failure. Upon receipt of such written notice, the Shareholder Agent shall be entitled to participate in and, upon notice to the extent that it may wish, unless it is reasonably foreseeable that the Losses from such claim, action or proceeding will exceed the value of the Escrow Shares remaining in the Escrow Account or such claim, action or proceeding involves a claim for injunction or other specific reliefIndemnitee, assume the defense of any such suit, action, or proceeding; provided that the Indemnitors' counsel is reasonably satisfactory to such Indemnitee, the Indemnitors shall thereafter consult with such Indemnitee upon such Indemnitee's reasonable request for such consultation from time to time with respect to such suit, action, or proceeding, and the Indemnitors shall not, without such Indemnitee's consent, which consent shall not be unreasonably withheld, settle or compromise any such suit, action, or claim. If the Indemnitors assume such defense, conduct or settlement of such claimIndemnitees shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, action or proceeding at their own expense, separate from the counsel employed by giving written notice thereof to Acquiror within forty-five (45) days of his receipt of notice of such claim, action or proceedingthe Indemnitors. After delivery of such notice to AcquirorFor any period during which the Indemnitors have not assumed the defense thereof, the Shareholders Indemnitors shall be liable for the fees and expenses of counsel employed by any Indemnitee; provided, however, that the Indemnitors shall not be liable to Acquiror for the fees or expenses of more than one counsel employed by any legal expenses subsequently incurred by Acquiror Indemnitee in connection any jurisdiction for all Indemnitees. If the Indemnitees assume the defense thereof, the Indemnitees shall thereafter consult with the defenseIndemnitors upon the Indemnitors' reasonable request for such consultation from time to time with respect to such suit, conduct action, or settlement of proceeding and the Indemnitees shall not, without the Indemnitors' consent, which consent shall not be unreasonably withheld, settle or compromise any such claimsuit, action or proceeding; provided, that, if the Shareholder Agent fails to take reasonable steps necessary to diligently defend such claim, action or proceeding within 20 calendar days after receiving written notice from Acquiror that it believes the Shareholder Agent has failed to take such steps, then Acquiror may assume such defense, and the Shareholders shall be liable for any expenses therefor. -36-.

Control of Litigation. 5.1 Within 20 calendar days following receipt by Acquiror (a) The Indemnitees agree to give prompt notice to the Indemnitors of notice the assertion of any claim by a third party or of and the commencement of any suit, action or proceeding by a third party in respect of which indemnity may be sought under Section 3 of this Agreement and of any Loss in respect of which indemnity may be sought under Section 3 of this Agreement (specifying with reasonable particularity the basis therefor) and will give rise the Indemnitors such information with respect thereto as the Indemnitors may reasonably request. The Indemnitors may, at their own expense, participate in and, upon notice to an indemnity claim under Article XIII such Indemnitee, assume the defense of the Share Exchange Agreement, Acquiror shall notify the Shareholder Agent in writing of any such claimsuit, action or proceeding; providedprovided that the Indemnitors' counsel is reasonably satisfactory to such Indemnitee. The Indemnitors shall thereafter consult with such Indemnitee upon such Indemnitee's reasonable request for such consultation from time to time with respect to such suit, that failure to give action or proceeding, and the Indemnitors shall not, without such notification Indemnitee's consent, which consent shall not affect Acquiror's rights to indemnification under Article XIII of be unreasonably withheld, settle or compromise any such suit, action or claim. If the Share Exchange AgreementIndemnitors assume such defense, except to the extent the Shareholder Agent such Indemnitees shall have been prejudiced as a result of such failure. Upon receipt of such written notice, the Shareholder Agent shall be entitled right (but not the duty) to participate in andthe defense thereof and to employ counsel, to at their own expense, separate from the extent that it may wishcounsel employed by the Indemnitors. For any period during which the Indemnitors have not assumed the defense thereof, unless it is reasonably foreseeable the Indemnitors shall be liable for the fees and expenses of counsel employed by any Indemnitee; provided, however, that the Losses Indemnitors shall not be liable for the fees or expenses of more than one counsel employed for all Indemnitees. If the Indemnitees assume the defense thereof, the Indemnitees shall thereafter consult with the Indemnitors upon the Indemnitors' reasonable request for such consultation from time to time with respect to such claimsuit, action or proceeding will exceed and the value of Indemnitees shall not, without the Escrow Shares remaining in the Escrow Account Indemnitors' consent, which consent shall not be unreasonably withheld, settle or compromise any such claimsuit, action or proceeding involves a claim for injunction claim. Whether or other specific relief, assume not the defense, conduct Indemnitors choose to defend or settlement of such prosecute any claim, action all of the parties hereto shall cooperate in the defense or proceeding by giving written notice thereof to Acquiror within forty-five (45) days of his receipt of notice of such claim, action or proceeding. After delivery of such notice to Acquiror, the Shareholders shall not be liable to Acquiror for any legal expenses subsequently incurred by Acquiror in connection with the defense, conduct or settlement of such claim, action or proceeding; provided, that, if the Shareholder Agent fails to take reasonable steps necessary to diligently defend such claim, action or proceeding within 20 calendar days after receiving written notice from Acquiror that it believes the Shareholder Agent has failed to take such steps, then Acquiror may assume such defense, and the Shareholders shall be liable for any expenses therefor. -36-prosecution thereof.

Control of Litigation. 5.1 Within 20 calendar days following receipt by Acquiror (a) The Indemnitees and Indemnitee Affiliates agree to give prompt notice to the Indemnitors of notice the assertion of any claim by a third party claim, or of the commencement of any action suit, action, or proceeding by a third party in respect of which indemnity may be sought under Section 8.1(b) or Section 8.1 (c) of this Agreement and of any Loss which any such Indemnitee deems to be within the ambit of Section 8.1(b) or Section 8.1(c) of this Agreement (specifying with reasonable particularity the basis therefor) and will give rise to an indemnity claim under Article XIII of the Share Exchange AgreementIndemnitors such information with respect thereto as the Indemnitors may reasonably request. The Indemnitors may, Acquiror shall notify the Shareholder Agent in writing of such claimat their own expense, action or proceeding; provided, that failure to give such notification shall not affect Acquiror's rights to indemnification under Article XIII of the Share Exchange Agreement, except to the extent the Shareholder Agent shall have been prejudiced as a result of such failure. Upon receipt of such written notice, the Shareholder Agent shall be entitled to participate in and, upon notice to the extent that it may wish, unless it is reasonably foreseeable that the Losses from such claim, action or proceeding will exceed the value of the Escrow Shares remaining in the Escrow Account or such claim, action or proceeding involves a claim for injunction or other specific reliefIndemnitee, assume the defense of any such suit, action, or proceeding; provided that the Indemnitors' counsel is reasonably satisfactory to such Indemnitee, the Indemnitors shall thereafter consult with such Indemnitee upon such Indemnitee's reasonable request for such consultation from time to time with respect to such suit, action, or proceeding, and the Indemnitors shall not, without such Indemnitee's consent, which consent shall not be unreasonably withheld, settle or compromise any such suit, action, or claim. If the Indemnitors assume such defense, conduct or settlement of such claimIndemnitees shall have the right (but not the duty) to participate in the defense thereof and to employ counsel, action or proceeding at their own expense, separate from the counsel employed by giving written notice thereof to Acquiror within forty-five (45) days of his receipt of notice of such claim, action or proceedingthe Indemnitors. After delivery of such notice to AcquirorFor any period during which the Indemnitors have not assumed the defense thereof, the Shareholders Indemnitors shall be liable for the fees and expenses of counsel employed by any Indemnitee; provided, however, that the Indemnitors shall not be liable to Acquiror for the fees or expenses of more than one counsel employed by any legal expenses subsequently incurred by Acquiror Indemnitee in connection any jurisdiction for all Indemnitees. If the Indemnitees assume the defense thereof, the Indemnitees shall thereafter consult with the defenseIndemnitors upon the Indemnitors' reasonable request for such consultation from time to time with respect to such suit, conduct action, or settlement of proceeding and the Indemnitees shall not, without the Indemnitors' consent, which consent shall not be unreasonably withheld, settle or compromise any such suit, action. or claim. Whether or not the Indemnitors choose to defend or prosecute any claim, action all of the parties hereto shall cooperate in the defense or proceeding; provided, that, if the Shareholder Agent fails to take reasonable steps necessary to diligently defend such claim, action or proceeding within 20 calendar days after receiving written notice from Acquiror that it believes the Shareholder Agent has failed to take such steps, then Acquiror may assume such defense, and the Shareholders shall be liable for any expenses therefor. -36-prosecution thereof.

Control of Litigation. 5.1 Within 20 calendar days following (i) Promptly after receipt by Acquiror any Indemnified Person of notice of any claim by a third party or of the commencement of any action action, suit or proceeding or the written assertion of any claim or demand in respect of which indemnity may be sought hereunder (an "Indemnified Matter"), the Indemnified Person shall notify Lessee in writing (the "Claim Notice") of such notice. Lessee shall at its own expense assume the defense of such Indemnified Matter within 30 days after receipt of the Claim Notice; provided that the Indemnified Person shall upon reasonable notice by Lessee consult from time to time. in respect of such Indemnified Matter and provide Lessee with any documents or other items or access to any witness which Lessee deems in its reasonable judgment to be necessary in connection with any Indemnified Matter and any reasonable out-of-pocket costs therefor shall be paid or reimbursed by Lessee. The Indemnified Person may participate in the defense of any Indemnified Matter and employ separate counsel, at its own expense; provided that if the defendants or potential defendants or obligors in connection with any Indemnified Matter shall include both Lessee and an Indemnified Person, and such Indemnified Person shall have reasonably concluded that counsel selected by Lessee has a third party which may give rise conflict of interest because of the availability of different or additional defenses to such Indemnified Person, such Indemnified Person shall have the right to select separate counsel to participate in the defense or handling of such Indemnified Matter on its behalf, at the expense of Lessee. So long as no Event of Default with respect to an indemnity claim under Article XIII of the Share Exchange AgreementAircraft shall have occurred and be continuing, Acquiror shall notify the Shareholder Agent Lessee may, in writing of its sole discretion, defend, settle or compromise any such claimsuit, action or proceedingclaim with respect to such Aircraft; providedprovided that (x) Lessee shall be solely liable in respect of losses arising-therefrom (whether by payment of any judgment, that failure to give such notification settlement, amount or indemnity hereunder), and (y) Lessee shall not affect Acquiror's rights to indemnification under Article XIII of the Share Exchange Agreementsettle any such suit, except action or claim to the extent it involves remedies other than monetary damages without the Shareholder Agent shall have been prejudiced as a result of such failure. Upon receipt of such prior written notice, the Shareholder Agent shall be entitled to participate in and, to the extent that it may wish, unless it is reasonably foreseeable that the Losses from such claim, action or proceeding will exceed the value consent of the Escrow Shares remaining in the Escrow Account or such claimrelevant Indemnified Person, action or proceeding involves a claim for injunction or other specific relief, assume the defense, conduct or settlement of such claim, action or proceeding by giving written notice thereof to Acquiror within forty-five (45) days of his receipt of notice of such claim, action or proceeding. After delivery of such notice to Acquiror, the Shareholders which consent shall not be liable unreasonably withheld. If Lessee chooses to Acquiror for defend or prosecute any legal expenses subsequently incurred by Acquiror in connection with the defense, conduct or settlement of such claim, action the Indemnified Person hereto shall cooperate in the defense or proceeding; provided, that, if the Shareholder Agent fails to take reasonable steps necessary to diligently defend such claim, action or proceeding within 20 calendar days after receiving written notice from Acquiror that it believes the Shareholder Agent has failed to take such steps, then Acquiror may assume such defense, and the Shareholders shall be liable for any expenses therefor. -36-prosecution thereof.

Control of Litigation. 5.1 Within 20 calendar days following receipt by Acquiror of notice of any claim by a third party or The Company shall promptly notify Stuart of the commencement of any action action, suit, or proceeding with respect to a Liability or the assertion of any Liability, in each case as to which indemnification is sought; provided, that the failure to provide such notice shall not release Stuart from any of its obligations to indemnify hereunder to the extent that such failure does not materially prejudice the rights of Stuart in his ability to defend such Liability. Stuart shall, at his own expense, assume or cause to be assumed the defense of any such Liability within thirty (30) days after the Company shall have notified Stuart thereof. The Company, upon reasonable notice by Stuart or the person assuming the defense shall consult from time to time with respect to such Liability and provide Stuart or the person assuming the defense with any documents or other items or access to any witness which Stuart or the person assuming the defense deems in its reasonable judgment to be necessary in connection with the defense of such Liability, and Stuart shall pay or reimburse or cause to be paid or reimbursed, any reasonable out-of-pocket costs therefor. The Company may participate in the defense of any such Liability and employ separate counsel, at its own expense, unless such Investor Indemnitee shall have reasonably determined that counsel selected by Stuart or such person has a third party which may give rise to an indemnity claim under Article XIII conflict of interest because of the Share Exchange Agreementavailability of different or additional defenses to the Company in which case Stuart shall pay or cause to be paid the costs and expenses of counsel employed by the Company. Stuart and his insurers may, Acquiror shall notify the Shareholder Agent in writing of their sole discretion, defend, settle, or compromise any such claimaction, action suit or proceeding; provided, that failure to give such notification shall not affect Acquiror's rights to indemnification under Article XIII of the Share Exchange Agreement, except to the extent the Shareholder Agent shall have been prejudiced as a result of such failure. Upon receipt of such written notice, the Shareholder Agent shall be entitled to participate in and, to the extent that it may wish, unless it is reasonably foreseeable that the Losses from such claim, action or proceeding will exceed the value of the Escrow Shares remaining in the Escrow Account or such claim, action or proceeding involves a claim for injunction or other specific relief, assume the defense, conduct or settlement of such claim, action or proceeding by giving written notice thereof to Acquiror within forty-five (45) days of his receipt of notice of such claim, action or proceeding. After delivery of such notice to Acquiror, the Shareholders shall not be liable to Acquiror for any legal expenses subsequently incurred by Acquiror in connection with the defense, conduct or settlement of such claim, action or proceeding; provided, that, if the Shareholder Agent fails to take reasonable steps necessary to diligently defend such claim, action or proceeding within 20 calendar days after receiving written notice from Acquiror that it believes the Shareholder Agent has failed to take such steps, then Acquiror may assume such defense, Stuart and the Shareholders its insurers shall be liable in respect of all Liabilities relating thereto (whether by payment of any judgment, settlement, amount or indemnity hereunder) and no settlement or compromise shall be entered into unless the Company is fully released or discharged from all such Liabilities. Participation by the Company in any such action, suit, or claim shall not constitute a waiver of the indemnification provided in this Article V. Nothing contained in this Article V shall be deemed to require the Company to contest any Liability or to assume responsibility for or control of any expenses therefor. -36-judicial proceeding with respect thereto.

Control of Litigation. 5.1 Within 20 calendar days following (a) Promptly after receipt by Acquiror any Indemnitee of notice of any claim by a third party or of the commencement of any action action, suit or proceeding by a third party or the written assertion of any claim or demand in respect of which indemnity may give rise to be sought hereunder (an indemnity claim under Article XIII “Indemnified Matter”), the Indemnitee shall notify Seller in writing (the “Claim Notice”) of such notice. Seller shall at its own expense assume the defense of such Indemnified Matter, within 30 days after receipt of the Share Exchange Agreement, Acquiror Claim Notice; provided that the Indemnitee shall notify the Shareholder Agent upon reasonable notice by Seller consult from time to time in writing respect of such claimIndemnified Matter and provide Seller with any documents or other items or access to any witness which Seller deems in its reasonable judgment to be necessary in connection with any Indemnified Matter and any out-of-pocket costs therefor shall be paid or reimbursed by Seller. The Indemnitee may participate in the defense of any Indemnified Matter and employ separate counsel, at its own expense; provided that if the defendants or potential defendants or obligors in connection with any Indemnified Matter shall include both Seller and an Indemnitee, and such Indemnitee shall have reasonably concluded that counsel selected by Seller has a conflict of interest because of the availability of different or additional defenses to such Indemnitee, such Indemnitee shall have the right to select separate counsel to participate in the defense or handling of such Indemnified Matter on its behalf, at the expense of Seller. Seller may, in its sole discretion, defend, settle or compromise any such suit, action or proceeding; providedclaim, provided that failure Seller shall be solely liable in respect of Losses arising therefrom (whether by payment of any judgment, settlement, amount or indemnity hereunder). If Seller chooses to give such notification defend or prosecute any claim, the Indemnitee hereto shall not affect Acquiror's rights to indemnification under Article XIII cooperate in the defense or prosecution thereof at the expense of the Share Exchange Agreement, except to the extent the Shareholder Agent shall have been prejudiced as a result of such failure. Upon receipt of such written notice, the Shareholder Agent shall be entitled to participate Seller in and, to the extent that it may wish, unless it is reasonably foreseeable that the Losses from such claim, action or proceeding will exceed the value of the Escrow Shares remaining in the Escrow Account or such claim, action or proceeding involves a claim for injunction or other specific relief, assume the defense, conduct or settlement of such claim, action or proceeding by giving written notice thereof to Acquiror within forty-five (45) days of his receipt of notice of such claim, action or proceeding. After delivery of such notice to Acquiror, the Shareholders shall not be liable to Acquiror for any legal expenses subsequently incurred by Acquiror in connection with the defense, conduct or settlement of such claim, action or proceeding; provided, that, if the Shareholder Agent fails to take reasonable steps necessary to diligently defend such claim, action or proceeding within 20 calendar days after receiving written notice from Acquiror that it believes the Shareholder Agent has failed to take such steps, then Acquiror may assume such defense, and the Shareholders shall be liable for any expenses therefor. -36-each case.

Control of Litigation. 5.1 Within 20 calendar days following receipt by Acquiror of notice of any claim by a third Any indemnified party or shall promptly notify the indemnifying party of the commencement of any action action, suit, or proceeding by a third party which may give rise with respect to an Indemnified Liability or the assertion of any Indemnified Liability, in each case as to which indemnification is sought; provided, that the failure to provide such notice shall not release the indemnifying party from any of its obligations to indemnity claim under Article XIII hereunder to the extent that such -20- failure does not materially prejudice the rights of the Share Exchange Agreementindemnifying party in its ability to defend such Indemnified Liability, Acquiror the indemnifying party shall, at its own expense, assume or cause to be assumed the defense of any such Indemnified Liability within thirty (30) days after the indemnified party shall notify have notified the Shareholder Agent indemnifying party thereof. Such indemnified party, upon reasonable notice by the indemnifying party or the person assuming the defense shall consult from time to time with respect to such Indemnified Liability and shall provide the indemnifying party or the person assuming the defense with any documents or other items or access to any witness which the indemnifying party or the person assuming the defense deems in writing its reasonable judgment to be necessary in connection with the defense of such claimIndemnified Liability, action and the indemnifying party shall pay or reimburse or cause to be paid or reimbursed, any reasonable out-of-pocket costs therefore. Such indemnified party may participate in the defense of any such Indemnified Liability and employ separate counsel, at its own e x pense, unless such indemnified party shall have reasonably determined that counsel selected by the indemnifying party or such Person has an actual conflict of interest, in which case the indemnifying party shall pay or cause to be paid the costs and expenses of counsel employed by the indemnified party. The indemnifying party and its insurers may in their sole discretion, defend, settle or compromise any such action, suit, or proceeding; provided, that failure to give such notification shall not affect Acquiror's rights to indemnification under Article XIII of the Share Exchange Agreement, except to the extent the Shareholder Agent shall have been prejudiced as a result of such failure. Upon receipt of such written notice, the Shareholder Agent shall be entitled to participate in and, to the extent that it may wish, unless it is reasonably foreseeable that the Losses from such claim, action or proceeding will exceed the value of the Escrow Shares remaining in the Escrow Account or such claim, action or proceeding involves a claim for injunction or other specific relief, assume the defense, conduct or settlement of such claim, action or proceeding by giving written notice thereof to Acquiror within forty-five (45) days of his receipt of notice of such claim, action or proceeding. After delivery of such notice to Acquiror, the Shareholders shall not be liable to Acquiror for any legal expenses subsequently incurred by Acquiror in connection with the defense, conduct or settlement of such claim, action or proceeding; provided, that, if the Shareholder Agent fails to take reasonable steps necessary to diligently defend such claim, action or proceeding within 20 calendar days after receiving written notice from Acquiror that it believes the Shareholder Agent has failed to take such steps, then Acquiror may assume such defense, indemnifying party and the Shareholders its insurers shall be liable in respect of all Indemnified Liabilities relating thereto (whether by payment of any judgment, settlement, amount or indemnity hereunder) and no settlement or compromise shall be entered into unless such indemnified party is fully released or discharged from all such Indemnified Liabilities. Participation by any such indemnified party in any such action, suit, or claim shall not constitute a waiver of the indemnification provided in this Article VII. Nothing contained in this Section 7.7 shall be deemed to require the indemnified party to contest any Indemnified Liability or to assume responsibility for or control of any expenses therefor. -36-judicial proceeding with respect thereto.