Common use of Defense by Indemnifying Party Clause in Contracts

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom within 30 days after the date such claim is made, (a) the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and (b) the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third party claim in a reasonably prudent manner.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom within 30 thirty (30) days after the date such claim is made, (a) the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and (b) the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third party claim in a reasonably prudent manner.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a person or entity who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or resulting litigation resulting therefrom within 30 thirty (30) days after the date that notice of such claim is madereceived from the Indemnified Party, (a) the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and (b) the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third party claim in a reasonably prudent manner.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, shall assume the defense of any such claim or legal proceeding if it acknowledges using counsel of its choice (subject to the Indemnified Party in writing its obligations to indemnify approval of the Indemnified Party with respect to all elements of such claimParty, which approval may not be unreasonably withheld or delayed). The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense; provided, however, that if the Indemnified Party, in its sole reasonable discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party or that the Indemnifying Party does not have sufficient financial resources to fully defend the proceeding or to pay the claim or judgment, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnifying Party, but in no event shall the Indemnifying Party be liable for the costs and expenses of more than one such separate counsel. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom within 30 days after the date such claim is madetherefrom, (a) the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and (b) the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third party claim in a reasonably prudent manner.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom within 30 days after the date such claim is made, (a) the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and (b) the An Indemnifying Party shall be entitled to participate in (but not control) the defense of such actionany Third Party Claim and, to the extent that it wishes, at its cost, risk and expense, to assume the defense thereof, with its counsel and at its own expensereasonably satisfactory to the party seeking indemnification. If After timely notice from the Indemnifying Party thereafter seeks to question the manner in which Indemnitee of such election to so assume the Indemnified Party defended such third party claim or the amount or nature of any such settlementdefense thereof, the Indemnifying Party shall have not be liable to the burden party seeking indemnification for any legal expenses of other counsel or any other expenses subsequently incurred by Indemnitee in connection with the defense thereof, except that the Indemnifying Party shall bear the expenses of separate counsel for the Indemnitee if there exists a conflict of interest between the Indemnitee and the Indemnifying Party in connection with the defense of such Third Party Claim that would make the representation by the same counsel or the counsel selected by Indemnifying Party inappropriate or the Indemnitee would lose any defenses available to prove by a preponderance it which are different from or in addition to those available to the Indemnifying Party. The Indemnitee agrees to cooperate in all reasonable respects with the Indemnifying Party and its counsel in the defense against any Third Party Claim. The Indemnifying Party shall be entitled to compromise or settle any Third Party Claim as to which it is providing indemnification; provided, however, that such compromise or settlement shall be made only with the written consent of the evidence that the Indemnified Party did Indemnitee, such consent not defend to be unreasonably withheld, conditioned or settle such third party claim in a reasonably prudent mannerdelayed.

Defense by Indemnifying Party. In Subject to the provisions of Section 9.7 hereof, in connection with any claim Claim giving rise to indemnity hereunder resulting from or arising out of any claim Claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense mayshall, upon written notice to from the Indemnified Party, assume the defense of any such claim Claim or legal proceeding if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claimproceeding. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim Claim or litigation resulting therefrom within 30 days after the date such claim Claim is mademade and notice is received requesting indemnification, (a) the Indemnified Party may defend against such claim Claim or litigationproceeding, in such manner as it may deem appropriate, including, but not limited to, settling such claim Claim or litigationproceeding, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, for the account and at the risk of the Indemnifying Party, and (b) the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third party claim Claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third party claim Claim in a reasonably prudent manner.

Defense by Indemnifying Party. In connection with any claim ----------------------------- giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom within 30 days after the date such claim is made, (a) the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and (b) the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third party claim in a reasonably prudent manner.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder by an Indemnified Party resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding if it acknowledges to the Indemnified Party in writing its obligations obligation to indemnify the Indemnified Party with respect to all elements of such claim. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom within 30 days after the date such claim is made, (a) the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and (b) the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third party claim in a reasonably prudent manner.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claimproceeding. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with but the fees and expenses of its counsel and shall be at its own expenseexpense unless the employment of such counsel shall have been authorized by the Indemnifying Party in connection with the defense of such action, suit or proceeding. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom within 30 days after the date such claim is made, (a) the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as (b) the Indemnified Party may deem appropriatesettle such claim in accordance with the last sentence of Section 10.3 hereof, and (bc) the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third party claim or the amount or nature of any such settlementclaim, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third party claim in a reasonably prudent manner.

Defense by Indemnifying Party. In connection with any indemnification claim giving rise to indemnity hereunder resulting from or arising out of any a claim or legal proceeding (a “Third Party Claim”) by a person Person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding Third Party Claim if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements such Third Party Claim (subject to any limitations on such liability contained in this Agreement and provides reasonable assurances that it has the resources (both financial and personnel) to maintain the assumption of such claimdefense (the “Reasonable Assurances”)). If the Indemnifying Party assumes the defense of any such Third Party Claim, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such actionThird Party Claim, with its counsel and at its own expense. If the Indemnifying Party does not assume assumes the defense of any such claim or litigation resulting therefrom within 30 days after the date such claim is made, (a) the Indemnified Third Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and (b) the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third party claim or the amount or nature of any such settlementClaim, the Indemnifying Party shall have take all steps necessary to pursue the burden to prove by resolution thereof in a preponderance of the evidence that prompt and diligent manner, and the Indemnified Party did not defend shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party all witnesses, pertinent records, materials and information in the Indemnified Party’s possession or settle such third party claim in a its control relating thereto as are reasonably prudent mannerrequired by the Indemnifying Party, without cost to the Indemnifying Party.

Defense by Indemnifying Party. In connection with any claim Claim giving rise to indemnity indemnification hereunder resulting from or arising out of any claim or legal proceeding Claim by a person who is not a party to this Agreementany Other Party, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding Claim if it the Indemnifying Party acknowledges to the Indemnified Party in writing its obligations the Indemnifying Party's obligation to indemnify the Indemnified Party with respect to all elements of such claimClaim. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, action with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom within 30 days after the date such claim is made, Claim (a) the Indemnified Party may defend against such claim or litigation, Claim in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying PartyClaim, on such terms as the Indemnified Party may deem appropriateappropriate after giving two (2) Business Days' notice of the terms of the proposed settlement to the Indemnifying Party, and (b) the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, Claim with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third party claim Claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party Party, after taking into consideration the potential amount of an adverse judgment, did not defend or settle such third party claim Claim in a reasonably prudent manner.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party indemnifying party at its sole cost and expense may, upon written notice to the Indemnified Partyindemnified party, assume the defense of any such claim or legal proceeding if it acknowledges to the Indemnified Party indemnified party in writing its obligations to indemnify the Indemnified Party indemnified party with respect to all elements of such claim. The Indemnified Party indemnified party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party indemnifying party does not assume the defense of any such claim or litigation resulting therefrom within 30 days after the date such claim is madetherefrom, (a) the Indemnified Party indemnified party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Partyindemnifying party, on such terms as the Indemnified Party indemnified party may deem appropriate, and (b) the Indemnifying Party indemnifying party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party indemnifying party thereafter seeks to question the manner in which the Indemnified Party indemnified party defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party indemnifying party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party indemnified party did not defend or settle such third party claim in a reasonably prudent manner.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party indemnifying party at its sole cost and expense may, upon written notice to the Indemnified Partyindemnified party given within 30 days after delivery of the written notice referred to in Section 6.3. hereof, assume the defense of any such claim or legal proceeding if it acknowledges to the Indemnified Party indemnified party in writing its obligations to indemnify the Indemnified Party indemnified party with respect to all elements of such claim. The Indemnified Party indemnified party shall be entitled to participate in (but not control) the defense of any such action, with its own counsel and at its own expense. If the Indemnifying Party indemnifying party does not assume the defense of any such claim or litigation resulting therefrom within 30 days after the date such claim is madetherefrom, (a) the Indemnified Party indemnified party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Partyindemnifying party, on such terms as the Indemnified Party indemnified party may deem appropriate, and (b) the Indemnifying Party indemnifying party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party indemnifying party thereafter seeks to question the manner in which the Indemnified Party indemnified party defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party indemnifying party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party indemnified party did not defend or settle such third party claim in a reasonably prudent mannermanner as a prudent businessman would if his own funds were subject to such suit.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder by any ----------------------------- Indemnified Party resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding if it acknowledges to the Indemnified Party in writing its obligations obligation to indemnify the Indemnified Party with respect to all elements of such claim. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its own counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom within 30 thirty (30) days after the date of such claim is made, (a) the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and (b) the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its own counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third party claim in a reasonably prudent manner.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity a right of indemnification hereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party indemnifying party at its sole cost and expense may, upon written notice to the Indemnified Party, indemnified party assume the defense of any such claim or legal proceeding if it acknowledges to the Indemnified Party indemnified party in writing its obligations to indemnify the Indemnified Party indemnified party with respect to all elements of such claim. The Indemnified Party indemnified party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party indemnifying party does not assume the defense of any such claim or litigation resulting therefrom within 30 days after the date such claim is madetherefrom, (a) the Indemnified Party indemnified party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Partyindemnifying party, on such terms as the Indemnified Party indemnified party may deem appropriate, and (b) the Indemnifying Party indemnifying party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party indemnifying party thereafter seeks to question the manner in which the Indemnified Party indemnified party defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party indemnifying party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party indemnified party did not defend or settle such third party claim in a reasonably prudent manner.. 11.5

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party indemnifying party at its sole cost and expense may, upon written notice to the Indemnified Partyindemnified party given within 30 days after delivery of the written notice referred to in Section 6.3. hereof, cure or mitigate any Losses and/or assume the defense of any such claim or legal proceeding if it acknowledges to the Indemnified Party indemnified party in writing its obligations to indemnify the Indemnified Party indemnified party with respect to all elements of such claim. The Indemnified Party indemnified party shall be entitled to participate in (but not control) the defense of any such action, with its own counsel and at its own expense. If the Indemnifying Party indemnifying party does not assume the defense of any such claim or litigation resulting therefrom within 30 days after the date such claim is madetherefrom, (a) the Indemnified Party indemnified party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Partyindemnifying party, on such terms as the Indemnified Party indemnified party may deem appropriate, and (b) the Indemnifying Party indemnifying party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party indemnifying party thereafter seeks to question the manner in which the Indemnified Party indemnified party defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party indemnifying party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party indemnified party did not defend or settle such third party claim in a reasonably prudent mannermanner as a prudent businessman would if his own funds were subject to such suit.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding if it acknowledges proceeding, provided that such assumption of the defense shall not constitute a waiver of the Indemnifying Party's right to challenge the Indemnified Party in writing existence or extent of its obligations obligation to indemnify the Indemnified Party with respect to all elements of such claimclaim or legal proceedings. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom within 30 20 days after the date such claim is made, (a) the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and (b) the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third third-party claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third third-party claim in a reasonably prudent manner.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to this his Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom within 30 days after the date such claim is made, (a) the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and (b) the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified -33- 39 Party did not defend or settle such third party claim in a reasonably prudent manner.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to this AgreementAgreement against the Buyer, the Indemnifying Party Provider at its sole cost and expense may, upon written notice to the Indemnified PartyBuyer, assume the defense of any such claim or legal proceeding if it acknowledges to the Indemnified Party Buyer in writing its obligations to indemnify the Buyer or any other Indemnified Party with respect to all elements of such claim. The Indemnified Party Buyer shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party does Provider shall not assume have retained counsel to have charge of the defense of any such claim or litigation resulting therefrom within 30 days after therefrom, or if the date such claim is made, (a) the Buyer or any Indemnified Party shall reasonably conclude that there may defend against be defenses available to it that are different from or additional to those available to the Provider, the Provider shall not have the right to direct the defense of action on behalf of the Buyer or any such claim Indemnified Party and the Buyer or litigation, any such Indemnified Party shall have the right to retain separate counsel in any such action and to participate in the defense thereof in such manner as it may deem appropriate, including, appropriate (including but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying PartyProvider, on such terms as the Buyer or such Indemnified Party Party, as the case may be, may deem appropriate, ) and (b) the Indemnifying Party reasonable fees and expenses of such counsel shall be entitled to participate in (but not control) assumed by the defense of such action, with its counsel and at its own expenseProvider. If the Indemnifying Party thereafter seeks to question the manner in which the Buyer or such Indemnified Party defended defends or settles such third party claim or the amount or nature of any such settlementclaim, the Indemnifying Party Provider shall have the burden to prove by a preponderance of the evidence that the Buyer or such Indemnified Party did not defend or settle settled such third party claim in a reasonably prudent reasonable manner.

Defense by Indemnifying Party. In connection The Indemnifying Party shall have the right to defend, at its own expense and by its own counsel, any such matter, other than any matter with a Governmental Authority with jurisdiction over the Bank or Purchaser or any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreementtheir Affiliates, so long as the Indemnifying Party at its sole cost pursues the same diligently and expense mayin good faith. If the Indemnifying Party undertakes to defend, upon it shall promptly provide written notice to the Indemnified PartyParty of its intention to do so and confirm that it will be responsible for any Losses related to the matter, assume the defense of any such claim or legal proceeding if it acknowledges to and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in writing its obligations to indemnify all commercially reasonable respects in the defense thereof. After the Indemnifying Party has notified the Indemnified Party with respect of its intention to all elements of such claim. The Indemnified Party shall be entitled undertake to participate in (but not control) the defense of defend any such actionasserted liability, with its counsel and at its own expense. If for so long as the Indemnifying Party does not assume the defense of any diligently pursues such claim or litigation resulting therefrom within 30 days after the date such claim is made, (a) the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and (b) the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third party claim or the amount or nature of any such settlementdefense, the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the burden to prove by a preponderance Indemnified Party in connection with any defense of the evidence such asserted liability; provided, however, that the Indemnified Party did not defend or settle shall be entitled, at its expense, to participate in the defense of such third party claim in asserted liability, and provided further that if the Indemnified Party identifies a reasonably prudent manner.conflict of interest between the

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom within 30 days one month after the date such claim is made, (a) the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and (b) the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third third-party claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third third-party claim in a reasonably prudent manner.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party Party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom within 30 days after the date such claim is made, (a) the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and (b) the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third party claim in a reasonably prudent manner.

Defense by Indemnifying Party. In connection with With respect to any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party Party, at its sole cost and expense expense, may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding if it acknowledges acknowledges, to the Indemnified Party Party, in writing writing, its obligations to indemnify the Indemnified Party with respect to all elements of such claim. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom within 30 thirty (30) days after the date such claim is made, (a) the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and (b) the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third party claim in a reasonably prudent manner.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom within 30 days after the date such claim is madetherefrom, (a) the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and (b) the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third third-party claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third third-party claim in a reasonably prudent manner.

Defense by Indemnifying Party. In connection with any claim claims giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a person who is not a third party to this Agreement("Third Party Claims"), the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding if it acknowledges to proceeding; provided, however, that the Indemnified Party shall have the right to defend against such claim or legal proceedings at its expense and in writing its obligations to indemnify such manner as it may deem appropriate, including but not limited to, settling such claim or legal proceedings on such terms as the Indemnified Party with respect to all elements of may deem appropriate, provided, however, that no such claim. The Indemnified Party settlement shall be entitled to participate at the Indemnifying Party's expense unless it is approved in (but not control) advance by the defense of any such action, with its counsel and at its own expenseIndemnifying Party. If the Indemnifying Party does not assume the defense of any such claim or litigation legal proceeding resulting therefrom within 30 days after the date such claim is madeof receipt of the notice referred to in Section 4.9.1 above, (a) the Indemnified Party may defend against such claim or litigation, legal proceeding at the expense of the Indemnifying Party and in such manner as it may reasonably deem appropriate, including, including but not limited to, settling such claim or litigation, after giving notice legal proceeding at the expense of the same to the Indemnifying Party, Party and on such terms as the Indemnified Party may reasonably deem appropriate, and (b) the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If No settlement of any claim or legal proceeding by an Indemnified Party, shall be conclusive as to the Indemnifying Party thereafter seeks to question amount of the manner in which the Loss incurred by such Indemnified Party defended in connection with such third party claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third party claim in a reasonably prudent mannerlegal proceeding.

Defense by Indemnifying Party. In connection with any claim giving ----------------------------- rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom within 30 days after the date such claim is made, (a) the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and (b) the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third party claim in a reasonably prudent manner.

Defense by Indemnifying Party. In connection with The Indemnifying Party shall have the right to defend and settle, at its own expense and by its own counsel, any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, such matter so long as the Indemnifying Party at its sole cost pursues the same diligently and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expensegood faith. If the Indemnifying Party does not assume the defense of any such claim undertakes to defend or litigation resulting therefrom within 30 days after the date such claim is madesettle, (a) it shall promptly notify the Indemnified Party may defend against such claim or litigationof its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such manner as it may deem appropriate, includingall commercially reasonable respects in the defense thereof and in any settlement thereof. Such cooperation shall include, but shall not be limited to, settling such claim or litigation, after giving notice of the same to furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party, on such terms as 's possession or control. After the Indemnifying Party has notified the Indemnified Party may deem appropriateof its intention to undertake to defend or settle any such asserted liability, and (b) for so long as the Indemnifying Party shall be entitled to participate in (but not control) the defense of diligently pursues such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third party claim or the amount or nature of any such settlementdefense, the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the burden to prove by a preponderance Indemnified Party in connection with any defense or settlement of the evidence such asserted liability; provided, however, that the Indemnified Party did not defend or settle shall be entitled, at its expense, to participate in the defense of such third party claim in a reasonably prudent mannerasserted liability and the negotiations of the settlement thereof.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom within 30 days after the date such claim is made, (a) the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and (b) the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third party claim in a reasonably prudent commercially reasonable manner.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity a right of indemnification hereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom within 30 days after the date such claim is madetherefrom, (a) the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and (b) the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third party claim in a reasonably prudent manner.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party indemnifying party at its sole cost and expense may, upon written notice to the Indemnified Partyindemnified party given within 30 days after delivery of the written notice referred to in Section 6.3 hereof, assume the defense of any such claim or legal proceeding if it acknowledges to the Indemnified Party indemnified party in writing its obligations to indemnify the Indemnified Party indemnified party with respect to all elements of such claim. The Indemnified Party indemnified party shall be entitled to participate in (but not control) the defense of any such action, with its own counsel and at its own expense. If the Indemnifying Party indemnifying party does not assume the defense of any such claim or litigation resulting therefrom within 30 days after the date such claim is madetherefrom, (a) the Indemnified Party indemnified party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Partyindemnifying party, on such terms as the Indemnified Party indemnified party may deem appropriate, and (b) the Indemnifying Party indemnifying party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party indemnifying party thereafter seeks to question the manner in which the Indemnified Party indemnified party defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party indemnifying party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party indemnified party did not defend or settle such third party claim in a reasonably prudent mannermanner as a prudent businessman would if his own funds were subject to such suit.

Defense by Indemnifying Party. In connection with any claim Claim giving rise to indemnity hereunder under this Agreement resulting from or arising out of any claim Claim or legal proceeding by a person party who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, shall assume the defense of any such claim Claim or legal proceeding if it acknowledges to with legal counsel approved by the Indemnified Party in writing its obligations to indemnify reasonable discretion provided that the Indemnified Party hereby agrees that legal counsel appointed by any insurance company providing a defense with respect to all elements of such claimthe matter in question shall be acceptable to Indemnified Party. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its own counsel and at its own expense. If after notification thereof, the Indemnifying Party does not assume the defense of any such claim Claim or litigation resulting therefrom within 30 days after from a Claim in a timely manner so as not to prejudice the date such claim is maderights of the Indemnified Party, (a) the Indemnified Party may defend against such claim Claim or litigation, in such manner as it may deem reasonably appropriate, including, but not limited to, settling such claim Claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and appropriate (b) within the exercise of reasonable discretion). The liability of the Indemnifying Party shall be entitled to participate in (but not control) the defense of conclusively established by such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which settlement by the Indemnified Party defended such third party claim or to the extent entered into on the basis of its reasonable discretion, the amount or nature of any such settlementliability to include, but not be limited to, both the Indemnifying Party shall have settlement consideration and the burden to prove reasonable costs and expenses, including attorneys' fees, incurred by a preponderance of the evidence that the Indemnified Party did not defend or settle in effecting such third party claim in a reasonably prudent mannersettlement.

Defense by Indemnifying Party. In connection with any claim giving that may give rise to indemnity hereunder a right of indemnification under this Section resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreementother than the Indemnified Party, the Indemnifying Party Party, at its or his/her sole cost and expense expense, may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding if it the Indemnifying Party acknowledges to the Indemnified Party in writing its obligations the obligation to indemnify the Indemnified Party with respect to all elements of such claimclaim or legal proceeding. The If the Indemnifying Party shall assume the defense of any such claim or legal proceeding, the Indemnifying Party shall select counsel reasonably acceptable to the Indemnified Party to conduct the defense of such claim or legal proceeding at the sole cost and expense of the Indemnifying Party, who shall take all steps necessary in the defense or settlement thereof. An Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, claim or legal proceeding with its own counsel and at its own expense. If the Indemnifying Party does shall not assume the defense of any such claim or litigation resulting therefrom legal proceeding within 30 15 days after the date such claim is made, notice thereof shall have been given to in accordance with this Section: (a) the Indemnified Party may defend against such claim or litigation, legal proceeding in such manner as it may deem appropriate, including, but not limited to, settling the settlement of such claim or litigationlegal proceeding, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, appropriate and (b) the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, claim or legal proceeding with its their own counsel and at its their own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third party claim in a reasonably prudent manner.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom within 30 days after the date such claim is made, (a) the Indemnified Party may defend against such claim or litigation, in such manner maimer as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and (b) the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified lndemmfied Party did not defend or settle such third party claim in a reasonably prudent manner.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume control of the defense of any such claim suit or legal proceeding if it acknowledges with counsel reasonably satisfactory to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claimParty. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom within 30 days after the date such claim is made, (a) the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and (b) the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third party claim in a reasonably prudent manner.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity indemnify hereunder resulting from or arising out of any claim or legal proceeding by a person ____________ who is not a party to this Agreement, the Indemnifying Party indemnifying party at its sole cost and expense may, upon written notice to the Indemnified Partyindemnified party, assume the defense of any such claim or legal claims _________ proceeding if it acknowledges to the Indemnified Party indemnified party in writing its obligations to indemnify the Indemnified Party indemnified party with respect to all elements of such claim. The Indemnified Party indemnified party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and __________ at its own expense. If the Indemnifying Party indemnifying party does not assume the defense of any such claim or _______ litigation resulting therefrom within 30 days after the date such claim is madetherefrom, (a) the Indemnified Party indemnified, party may defend against such claim or _________ litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and (b) the Indemnifying Party indemnifying party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party indemnifying party thereafter seeks to question the manner in which the Indemnified Party indemnified party defended such third party claim or of the amount or nature of any such settlement, the Indemnifying Party indemnifying party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party indemnified party did not defend or settle such third party claim in In a reasonably prudent manner.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense, provided, however, that the Indemnifying Party may not settle any such action without the prior consent of the Indemnified Party, which consent shall not be unreasonably withheld. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom within 30 days after the date such claim is made, (a) the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and (b) the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third third-party claim or the amount or nature of any such settlementsettlement (or the legal fees and costs related thereto), the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third third-party claim in a reasonably prudent manner.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom within 30 days after the date such claim is made, (ai) the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and (bii) the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third party claim in a reasonably prudent manner.

Defense by Indemnifying Party. In connection with any claim ----------------------------- giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom within 30 days after the date such claim is made, (a) the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and (b) the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third party claim in a reasonably prudent manner.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom within 30 days after the date it is notified that such claim is has been made, (a) the Indemnified Party may defend against such claim or litigation, in such manner as it may reasonably deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and (b) the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third party claim in a reasonably prudent manner.

Defense by Indemnifying Party. In connection with The Indemnifying Party shall have the right to defend and settle, at its own expense and by its own counsel, any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, such matter so long as the Indemnifying Party at its sole cost pursues the same diligently and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expensegood faith. If the Indemnifying Party does not assume the defense of any such claim undertakes to defend or litigation resulting therefrom within 30 days after the date such claim is madesettle, (a) it shall promptly notify the Indemnified Party may defend against such claim or litigationof its intention to do so, and the Indemnified Party shall cooperate with the Indemnifying Party and its counsel in such manner as it may deem appropriate, includingall commercially reasonable respects in the defense thereof and in any settlement thereof. Such cooperation shall include, but shall not be limited to, settling such claim or litigation, after giving notice of the same to furnishing the Indemnifying Party with any books, records and other information reasonably requested by the Indemnifying Party and in the Indemnified Party, on such terms as ’s possession or control. After the Indemnifying Party has notified the Indemnified Party may deem appropriateof its intention to undertake to defend or settle any such asserted liability, and (b) for so long as the Indemnifying Party shall be entitled to participate in (but not control) the defense of diligently pursues such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third party claim or the amount or nature of any such settlementdefense, the Indemnifying Party shall have not be liable for any additional legal expenses incurred by the burden to prove by a preponderance Indemnified Party in connection with any defense or settlement of the evidence such asserted liability; provided, however, that the Indemnified Party did not defend or settle shall be entitled, at its expense, to participate in the defense of such third party claim in a reasonably prudent mannerasserted liability and the negotiations of the settlement thereof.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party Pany does not assume the defense of any such claim or litigation resulting therefrom within 30 days after the date notice of such claim is made, (a) the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and (b) the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third party claim in a reasonably prudent manner.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claimproceeding. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom within 30 days after the date the Indemnifying Party receives notice of such claim is madeclaim, (a) the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice litigation with its own counsel and at the expense of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and (b) the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its own counsel and at its own expense. If The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party thereafter seeks to question the manner in which consent shall not be unreasonably withheld, except that the Indemnified Party defended such third party claim may compromise or the amount or nature of settle any such settlementclaim in the event the Indemnifying Party fails to assume the defense of such claim as provided in the prior sentence. Except for the settlement of a claim which involves the payment of money only (in which case the Indemnifying Party shall give the Indemnified Party the opportunity to discuss with it such payment, which opportunity shall not affect the right of the Indemnifying Party to effect such settlement in its full discretion), the Indemnifying Party shall have not settle or compromise any claim without the burden to prove by a preponderance prior written consent of the evidence that the Indemnified Party did not defend or settle such third party claim in a reasonably prudent mannerParty.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom within 30 days after the date notice of such claim is made, (a) the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and (b) the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third party claim in a reasonably prudent manner.

Defense by Indemnifying Party. In connection with any claim ----------------------------- giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party indemnifying party at its sole cost and expense may, upon written notice to the Indemnified Partyindemnified party, assume the defense of any such claim or legal proceeding if it acknowledges to the Indemnified Party indemnified party in writing its obligations to indemnify the Indemnified Party indemnified party with respect to all elements of such claim. If the indemnifying party does not assume control of the defense, the indemnified party shall control such defense. The Indemnified Party party that does not assume control of the defense shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party does not assume The party controlling the defense of any such claim or litigation resulting therefrom within 30 days after shall keep the date such claim is made, (a) the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice other party advised of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and (b) the Indemnifying Party shall be entitled to participate in (but not control) the defense status of such action, suit, proceeding or claim and the defense thereof and shall consider recommendations made by the other party with its counsel and at its own expenserespect thereto. If The indemnified party shall not agree to any settlement of such action, suit, proceeding or claim without the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance prior written consent of the evidence indemnifying party. The indemnifying party shall not agree to any settlement of such action, suit, proceeding or claim that does not include a complete release of the Indemnified Party did not defend indemnified party from all liability with respect thereto or settle such third that imposes any liability or obligation on the indemnified party claim in a reasonably prudent mannerwithout the prior written consent of the indemnified party.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom within 30 days after the date such claim is madetherefrom, (a) the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and (b) the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third party claim in a reasonably prudent manner. Notwithstanding anything to the contrary set forth herein, in no event may the Indemnifying Party enter into any settlement without the prior written consent of the Indemnified Party.

Defense by Indemnifying Party. In connection with any ----------------------------- claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom within 30 days after the date such claim is made, (a) the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and (b) the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third party claim in a reasonably prudent manner.. For purposes of this Section 7.5, if the claim is one for which the Buyer may seek to receive indemnification payments out of the Escrow, Mr. Xxxx Xxxxxxxx shall be notified of such claim simultaneously with notification to the Seller and shall be entitled to the same rights as the Seller has pursuant to this Section 7.5

Defense by Indemnifying Party. (a) In connection with any claim by a third party giving rise to indemnity hereunder resulting from or arising out the commencement of any claim audit or legal other proceeding by a person who is not a party that may give rise to indemnity under this AgreementSection 8, the Indemnifying Party at its sole cost and expense Person may, upon written notice to the Indemnified PartyPerson, assume the defense of any such claim third party claim, audit or legal proceeding if it acknowledges to proceeding, and thereafter conduct the Indemnified Party defence thereof at its own expense; provided, however, that nothing in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim. The Indemnified Party foregoing shall be entitled deemed to participate in (but not control) require the defense Indemnifying Person to acknowledge the validity of any such actionthird party claim, audit or proceeding or make any admission with respect thereto. If the Indemnifying Person elects to defend such third party claim, audit or proceeding, the Indemnified Person shall make available to the Indemnifying Person or its representatives all records and other materials reasonably required by them for use in contesting such third party claim, audit or proceeding and shall cooperate fully with the Indemnifying Person in the defence thereof. Notwithstanding such election, the Indemnified Person may participate in any proceedings with counsel and of its choice at its own expense. If the Indemnifying Party does not assume the defense No Indemnified Person will be liable with respect to any compromise or settlement of any such claim or litigation resulting therefrom within 30 days after the date such claim is made, (a) the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and (b) the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third party claim claims, audits or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third party claim in a reasonably prudent mannerproceedings effected without its consent.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or indemnification Claim arising out of any claim or legal proceeding a Claim by a person Person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense Party, may, upon written notice to the Indemnified Party, assume the defense of any such claim or Claim, the costs and expenses of which shall be paid by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party may not assume the defense of any Claim if (i) a conflict of interest exists which, under applicable principles of legal proceeding if it acknowledges ethics, would reasonably be expected to prohibit a single legal counsel from representing both the Indemnified Party and the Indemnifying Party in writing its obligations any proceeding reasonably likely to indemnify ensue from the Claim or (ii) the Claim requests relief in the form of an injunction or other equitable relief to be imposed upon the Indemnified Party. If Indemnifying Party with respect assumes the defense of any such Claim, it may use counsel of its choice to all elements prosecute such defense, subject to the approval of such claimcounsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom within 30 days after the date such claim is made, (a) the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and (b) the The Indemnifying Party shall be entitled to participate in (but not control) settle, compromise or consent to the defense entry of any judgment with respect to any such action, Claim with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which prior written consent of the Indemnified Party defended such third party claim Party, which consent shall not be unreasonably withheld or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third party claim in a reasonably prudent mannerdelayed.

Defense by Indemnifying Party. In connection with any claim claims giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a person who is not a third party to this Agreement("Third Party Claims"), the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding if it acknowledges to proceeding; provided, however, that the Indemnified Party shall have the right to defend against such claim or legal proceedings at its expense and in writing its obligations to indemnify such manner as it may deem appropriate, including but not limited to, settling such claim or legal proceedings on such terms as the Indemnified Party with respect to all elements of may deem appropriate, provided, however, that no such claim. The Indemnified Party settlement shall be entitled to participate at the Indemnifying Party's expense unless it is approved in (but not control) advance by the defense of any such action, with its counsel and at its own expenseIndemnifying Party. If the Indemnifying Party does not assume the defense of any such claim or litigation legal proceeding resulting therefrom within 30 days after the date such claim is madeof receipt of the notice referred to in Section 4.8.1 above, (a) the Indemnified Party may defend against such claim or litigation, legal proceeding at the expense of the Indemnifying Party and in such manner as it may reasonably deem appropriate, including, including but not limited to, settling such claim or litigation, after giving notice legal proceeding at the expense of the same to the Indemnifying Party, Party and on such terms as the Indemnified Party may deem appropriate, and (b) the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the No settlement of any claim or legal proceeding by an Indemnified Party defended shall be conclusive as to the amount of the Loss incurred by such third party Indemnified Party in connection with such claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third party claim in a reasonably prudent mannerlegal proceeding.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding if it acknowledges to proceeding, and the Indemnifying Party shall advise the Indemnified Party in writing its obligations to indemnify of any element 13 of the claim which the Indemnified Party with respect to all elements of such claimbelieves is not covered by this indemnity. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, on any element of the claim not covered with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom within 30 days after the date such claim is madetherefrom, (a) the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling and/or settle such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and (b) the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the The Indemnifying Party thereafter seeks to question the manner in will not settle any claim or litigation which does not include as a term an unconditional release of the Indemnified Party defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third party claim in a reasonably prudent mannerParties.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder by an ----------------------------- Indemnified Party resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding if it acknowledges to the Indemnified Party in writing its obligations obligation to indemnify the Indemnified Party with respect to all elements of such claim. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its own counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom within 30 days after the date of such claim is made, (a) the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and (b) the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its own counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third party claim in a reasonably prudent manner.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party indemnifying party at its sole cost and expense may, upon written notice to the Indemnified Partyindemnified party, assume the defense of any such claim or legal proceeding if it acknowledges to the Indemnified Party indemnified parry in writing its obligations to indemnify indemnity the Indemnified Party indemnified party with respect to all elements of such claim. The Indemnified Party indemnified party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party indemnifying party does not assume the defense of any such claim or litigation resulting therefrom within 30 days after the date such claim is madetherefrom, (a) the Indemnified Party indemnified party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Partyindemnifying party, on such terms as the Indemnified Party indemnified party may deem appropriate, and (b) the Indemnifying Party indemnifying party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party indemnifying party thereafter seeks to question the manner in which the Indemnified Party indemnified party defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party indemnifying party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party indemnified party did not defend or settle such third party claim in a reasonably prudent manner.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, If the Indemnifying Party at its sole cost and expense may, upon written notice to notifies the Indemnified Party, assume Party within the defense of any such claim or legal proceeding if it acknowledges Dispute Period that the Indemnifying Party accepts its liability to the Indemnified Party in writing its obligations under Section 7.1 and desires to indemnify defend the Indemnified Party with respect to all elements of such claim. The Indemnified the Third-Party shall be entitled Claim pursuant to participate in (but not control) the defense of any such actionthis Section 7.2, with its counsel and at its own expense. If then the Indemnifying Party does not assume will have the defense of any such claim or litigation resulting therefrom within 30 days after the date such claim is maderight to defend, (a) with counsel reasonably satisfactory to the Indemnified Party may defend against such claim or litigationParty, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice at the sole cost and expense of the same to the Indemnifying Party, on such terms as Third-Party Claim by all appropriate proceedings, which proceedings will be vigorously and diligently prosecuted or defended by the Indemnifying Party to a final conclusion or will be settled at the discretion of the Indemnifying Party (but only with the prior written consent of the Indemnified Party may deem appropriate, and (b) in its sole discretion in the Indemnifying Party shall be entitled case of any settlement that provides for any relief other than the payment of monetary damages or that provides for the payment of monetary damages as to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third party claim or will not be indemnified in full pursuant to Section 7.1). Subject to the amount or nature of any such settlementimmediately preceding sentence, the Indemnifying Party shall will have full control of such defense and proceedings, including any compromise or settlement thereof. If requested by the burden to prove by a preponderance of the evidence that Indemnifying Party, the Indemnified Party did not defend or settle such third party claim will, at the sole cost and expense of the Indemnifying Party, provide reasonable cooperation to the Indemnifying Party in a reasonably prudent mannercontesting any Third-Party Claim that the Indemnifying Party elects to contest.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party indemnifying party at its sole cost and expense may, upon written notice to the Indemnified Partyindemnified party, assume the defense of any such claim or legal proceeding if it acknowledges to the Indemnified Party indemnified party in writing its obligations to indemnify the Indemnified Party indemnified party with respect to all elements of such claim. The Indemnified Party indemnified party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party indemnifying party does not assume the defense of any such claim or litigation resulting therefrom within 30 days after the date such claim is madetherefrom, (ai) the Indemnified Party indemnified party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Partyindemnifying party, on such terms as the Indemnified Party indemnified party may deem appropriate, and (bii) the Indemnifying Party indemnifying party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party indemnifying party thereafter seeks to question the manner in which the Indemnified Party indemnified party defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party indemnifying party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party indemnified party did not defend or settle such third party claim in a reasonably prudent manner.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume and control the defense of any such claim or legal proceeding if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom within 30 days after the date such claim is made, (a) the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and (b) the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third party claim in a reasonably prudent manner.

Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at its own expense. If the Indemnifying Party does not assume the defense of any such claim or litigation resulting therefrom within 30 days after the date such claim is made, (a) the Indemnified Party may defend against such claim or litigation, in such manner as it may deem appropriate, including, but not limited to, settling such claim or litigation, after giving notice of the same to the Indemnifying Party, on such terms as the Indemnified Party may deem appropriate, and (b) the Indemnifying Party shall be entitled to participate in (but not control) the defense of such action, with its counsel and at its own expense. If the The Indemnifying Party may not thereafter seeks to question the manner in which the Indemnified Party defended such third party claim or the amount or nature of any such settlement, the Indemnifying Party shall have the burden to prove by a preponderance of the evidence that the Indemnified Party did not defend or settle such third party claim in a reasonably prudent manner.