Common use of Defense of Claims Clause in Contracts

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) WEST or Xxxxxx, as the case may be, will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should WEST or Xxxxxx, as the case may be, so elect to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to WEST or Xxxxxx, as the case may be, of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written request.

Defense of Claims. If a Third Party Claim is made against an hereto seeks indemnification under this Section 10, such Party (the "Indemnified Party") shall give written notice to the other Party (the ----------------- "Indemnifying Party") after receiving written notice of any such action, ------------------- lawsuit, proceeding, investigation or other claim against it (aif by a third party) WEST or Xxxxxxdiscovering the liability, as obligation or facts giving rise to such claim for indemnification, describing the case may beclaim, will the amount thereof (if known and quantifiable), and the basis thereof; provided that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its or their obligations hereunder except to the extent such failure shall have prejudiced the Indemnifying Party. In that regard, if any action, lawsuit, proceeding, investigation or other claim shall be brought or asserted by any third party which, if adversely determined. would entitle the Indemnified Party to indemnity pursuant to this Section 10, the Indemnified Party shall promptly notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto and the Indemnifying Party shall be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such action, lawsuit, proceeding, investigation or other claim in full. Should WEST or Xxxxxx, as the case may be, so elect to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, will not be liable giving rise to the Indemnified Party Party's claim for any legal expenses subsequently incurred by indemnification at its expense, and at its option (subject to the Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (ilimitations set forth below) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) appoint lead counsel of such defense with its own reputable counsel at its own expense. If WEST or Xxxxxxreasonably acceptable to the Indemnified Party; provided that, as a condition precedent to the case may be, does not Indemnifying Party's right to assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to WEST or Xxxxxx, as the case may be, control of such terms anddefense, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written request.it must first:

Defense of Claims. If a Third Party Claim is made against an party hereto seeks indemnification under this Section 8.1, such party (the "Indemnified Party") shall give written notice to the other party (the "Indemnifying Party") of the facts and circumstances giving rise to the claim. In that regard, if any suit, action, claim, liability or obligation (aa "Proceeding") WEST shall be brought or Xxxxxxasserted by any third party which, as if adversely determined, would entitle the case Indemnified Party to indemnity pursuant to this Section 8.1, the Indemnified Party shall within 30 days notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto; provided that the failure to so notify an Indemnifying Party shall not relieve the Indemnifying Party of its obligations hereunder except to the extent such failure shall have harmed the Indemnifying Party. The Indemnifying Party, if it so elects, shall assume and control the defense of such proceeding (and shall consult with the Indemnified Party with respect thereto), including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses; provided, however, that in the event any proceeding shall be brought or asserted by any third party which, if adversely determined, would not entitle the Indemnified Party to full indemnity pursuant to Section 8.1, the Indemnified Party may be, elect to participate in a joint defense of such proceeding (a "Joint Defense Proceeding") for which the expenses of such joint defense will be entitled shared equally by such parties and the employment of counsel shall be reasonably satisfactory to both parties. If the Indemnifying Party elects to assume and control the defense of a proceeding, it will provide notice thereof within 30 days after the Indemnified Party has given notice of the matter and if such proceeding is not a Joint Defense Proceeding, the Indemnified Party shall have the right to employ counsel separate from counsel employed by the Indemnifying Party in any such action and to participate in the defense thereof, but the fees and expenses of such counsel employed by the Indemnified Party shall be at the expense of the Indemnified Party unless (i) the employment thereof and, has been specifically authorized by the Indemnifying Party in writing or (bii) if it so chooses, the Indemnifying Party has failed to assume the defense thereof with counsel selected by WEST or Xxxxxxand employ counsel. The Indemnifying Party shall not be liable for any settlement of any proceeding, as the case may bedefense of which it has elected to assume, which settlement is effected without the written consent of the Indemnified Party; provided that no settlement of a Joint Defense Proceeding may be effected without the written consent of both parties. If there shall be a settlement to which the Indemnifying Party consents or a final judgment for the plaintiff in connection with such assumption (i) such counsel is not reasonably objected any proceeding, the defense of which the Indemnifying Party has elected to by assume, the Indemnified Indemnifying Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability to shall indemnify the Indemnified Party with respect to all elements of such claim in full. Should WEST the settlement or Xxxxxx, as the case may be, so elect to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereofjudgment. If WEST or Xxxxxx, as the case may be, Indemnifying Party elects to assume and control the defense or in the event of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume the defense of any Third Party ClaimJoint Defense Proceeding, the Indemnified Party shall be entitled take all reasonable efforts necessary to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as assist the case may be, does not assume the defense of any such Third Indemnifying Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to WEST or Xxxxxx, as the case may be, of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written requestdefense.

Defense of Claims. If the Notice of Claim involves a Third Legal Action (excluding, without limitation, any audit, action, or proceeding relating to Taxes, which shall be governed by Section 7.5(c)) instituted by any third party for which the Liability or the costs or expenses are Losses (any such third party Legal Action or proceeding being referred to as a “Claim”), the Indemnifying Party shall have the right (i) to employ counsel at its sole cost and expense reasonably acceptable to the Indemnified Party to defend any such Claim is made asserted against an the Indemnified Party, (aii) WEST to control and conduct any proceedings or Xxxxxx, as the case may be, will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that negotiations in connection with such assumption (i) such counsel is not reasonably objected therewith and necessary or appropriate to by defend the Indemnified Party and (iiiii) WEST to take all other steps or Xxxxxxproceedings to settle or defend any such Claims; provided, however, that the Indemnifying Party shall only have the rights set forth in Section 10.4(b)(i) through (iii) if: (A) the defense of such Claim by the Indemnifying Party will not, in the good faith reasonable judgment of the Indemnified Party, have a material adverse effect on the Indemnified Party; (B) the Indemnifying Party has sufficient financial resources, in the good faith reasonable judgment of the Indemnified Party, to satisfy the amount of any adverse monetary judgment that is reasonably likely to result; (C) the amount of the potential Losses of the Indemnified Party related to such Claim are not estimated to exceed the indemnification limits in Section 10.5; (D) the Claim solely seeks (and continues to seek) monetary damages; and (E) the Claim does not include criminal charges (the conditions set forth in clauses (A) through (E) are, collectively, the “Litigation Conditions”). The Indemnifying Party shall notify the Indemnified Party in writing, as promptly as possible after receipt of the Notice of Claim (but in any case may bewithin thirty (30) days of receipt by the Indemnifying Party of a Notice of Claim or such earlier time necessary to reasonably allow a timely response to the Claim (the “Indemnity Notice Period”)) of its election to defend any such Claim. If the Indemnifying Party assumes the defense of such Claim, first admits in writing its liability then (i) the Indemnifying Party shall be obligated to indemnify the Indemnified Party with respect to all elements of such claim in full. Should WEST or Xxxxxx, as the case may be, so elect to assume the defense of a Third Party Claim, WEST or Xxxxxx(ii) the Indemnifying Party shall actively and diligently conduct the defense, as the case may be, will not be liable to and (iii) the Indemnified Party for any legal expenses subsequently incurred by shall have the right to participate in such defense (including with counsel of its choice) and receive copies of all notices, pleadings, and other submissions, in each case at its own expense, and the Indemnifying Party shall reasonably cooperate with the Indemnified Party in connection with such participation. The fees and disbursements of such counsel shall be at the defense thereof. If WEST expense of the Indemnified Party; provided, that if in the reasonable opinion of counsel to the Indemnified Party, (xxiv) there are legal defenses available to an Indemnified Party that are different from or Xxxxxx, as additional to those available to the case may be, elects Indemnifying Party; (xxv) any of the Litigation Conditions ceases to assume be met; or (xxvi) there exists a conflict of interest between the defense of a Third Indemnifying Party Claim, and the Indemnified Party will that cannot be waived, the Indemnifying Party shall be liable for the reasonable fees and expenses of one (i1) cooperate in all reasonable respects with WEST or Xxxxxx, as counsel to the case may be, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consentIndemnified Party. If WEST or Xxxxxx, as the case may be, shall assume the defense of any Third Indemnifying Party Claim, does not deliver to the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as written notice within the case may be, does not Indemnity Notice Period that the Indemnifying Party will assume the defense of any such Third Claim resulting therefrom, then the Indemnifying Party will no longer have the right to assume the defense of such Claim, the Indemnified Party may defend the same against any such Claim in such manner as it may deem reasonably appropriate, including settling such claim or litigation after giving notice and the Indemnifying Party will remain responsible for any Losses that are ultimately determined to WEST or Xxxxxxbe owed under this Article 10 subject to the limitations set forth in this Agreement. If the Indemnifying Party does not assume the defense as provided in the immediately preceding sentence, as the case may be, of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written requestshall keep the Indemnifying Party reasonably informed as to all material matters concerning such Claim.

Defense of Claims. If a Third The Indemnifying Party Claim is made against an Indemnified Party, (a) WEST or Xxxxxx, as the case may be, will be entitled elect to participate in assume and control the defense thereof andof any Claim, (b) if it so chooses, including the employment of counsel reasonably satisfactory to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and the payment of expenses related to such Claim, if (iia) WEST or Xxxxxx, as the case may be, first admits in writing Indemnifying Party acknowledges its liability obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation; (b) the Claim does not seek to impose any liability or obligation on the Indemnified Party other than for money damages; and (c) the Claim is not of a nature or amount that in the good faith opinion of the Indemnified Party, its prosecution could reasonably be expected to have a material and adverse effect on the Indemnified Party's relationship with respect any significant customer. If such conditions are satisfied and the Indemnifying Party elects to all elements assume and control the defense of a Claim, then (i) the Indemnifying Party will not be liable for any settlement of such claim Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may settle such Claim without the consent of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in full. Should WEST or Xxxxxxthe defense of such Claim, as but the case may be, so elect Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to adequately assume the defense of a Third Party Claim, WEST such Claim or Xxxxxx, as to employ counsel with respect thereto or (B) in the case may be, will not be liable to reasonable opinion of the Indemnified Party for any legal expenses subsequently incurred by a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in connection with which case the defense thereoffees and expenses of such separate counsel will be paid by the Indemnifying Party. If WEST or Xxxxxx, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) conditions are not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, does not assume the defense of any such Third Party Claimsatisfied, the Indemnified Party may defend assume and control the same in such manner as it may deem appropriatedefense of the Claim; provided, including settling such claim or litigation after giving notice to WEST or Xxxxxxthat, as the case may be, Indemnifying Party will not be liable for any settlement of such terms andClaim effected without its consent, WEST which consent will not be unreasonably withheld or Xxxxxxdelayed, as unless the case may be, will promptly reimburse Indemnifying Party has not established to the reasonable satisfaction of the Indemnified Party upon written requestthat it is financially capable of paying the entire Claim.

Defense of Claims. If a Third Party Claim In case any such action or proceeding is made brought against an Indemnified Party, (a) WEST or Xxxxxxexcept as provided for in the next sentence, as the case may be, will Indemnifying Party shall be entitled to participate in therein and assume the defense thereof andthereof, (b) if it jointly with any other Indemnifying Party, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the Indemnifying Party to such Indemnified Party of its election so chooses, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to and approval by the Indemnified Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should WEST or Xxxxxxcounsel, as the case may be, so elect to assume the defense of a Third Indemnifying Party Claim, WEST or Xxxxxx, as the case may be, will shall not be liable to the such Indemnified Party for any legal expenses subsequently incurred by the such Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, elects to assume the defense thereof other than costs of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense investigation and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If WEST (i) the Indemnifying Party fails to notify the Indemnified Party in writing, within 15 days after the Indemnified Party has given notice of the action or Xxxxxxproceeding, as that the case Indemnifying Party will indemnify the Indemnified Party from and against all Losses the Indemnified Party may besuffer resulting from, does arising out of, relating to, in the nature of, or caused by the claim, (ii) the Indemnifying Party fails to provide the Indemnified Party with evidence acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the claim or proceeding and fulfill its indemnification obligations hereunder, (iii) the Indemnifying Party fails to defend diligently the action or proceeding within 15 days after receiving notice of such failure from such Indemnified Party; (iv) such Indemnified Party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defenses available to such Indemnified Party or other indemnified parties which are not assume available to the defense Indemnifying Party; or (v) if such Indemnified Party reasonably shall have concluded (upon advice of any its counsel) that, with respect to such Third Party Claimclaims, the Indemnified Party and the Indemnifying Party may defend the same have different, conflicting, or adverse legal positions or interests then, in any such manner as it may deem appropriatecase, including settling such claim or litigation after giving notice to WEST or Xxxxxx, as the case may be, of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written requestshall have the right to assume or continue its own defense and the Indemnifying Party shall be liable for any fees and expenses therefor; provided, that the Indemnifying Party shall not be liable for the fees and expenses of more than one counsel (and such other local counsel as the Indemnified Parties shall determine to be reasonably necessary) at any time for all Indemnified Parties.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) WEST If any Indemnitee receives notice of the assertion of any claim or Xxxxxx, as of the case may be, will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected commencement of any action or proceeding by WEST or Xxxxxx, as the case may be, provided any entity that in connection with such assumption (i) such counsel is not a party to this Agreement or an Affiliate of such a party (a "Third Party Claim") against such Indemnitee, with respect to which an Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnitee will give such Indemnifying Party reasonably objected prompt written notice thereof, but in any event not later than ten (10) calendar days after receipt of notice of such Third Party Claim; provided, however, that the failure of the Indemnitee to by notify the Indemnified Indemnifying Party and (ii) WEST or Xxxxxx, as shall only relieve the case may be, first admits in writing Indemnifying Party from its liability obligation to indemnify the Indemnified Party with respect Indemnitee pursuant to all elements of such claim in full. Should WEST or Xxxxxx, as the case may be, so elect to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, will not be liable this Article 12 to the Indemnified extent that the Indemnifying Party for any legal expenses subsequently incurred is materially prejudiced by such failure (whether as a result of the Indemnified Party in connection with the defense thereofforfeiture of substantive rights or defenses or otherwise). If WEST or Xxxxxx, as the case may be, elects to assume the defense Upon receipt of notification of a Third Party Claim, the Indemnified Indemnifying Party will (i) cooperate in all reasonable respects with WEST or Xxxxxxshall be entitled, as upon written notice to the case may beIndemnitee, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall to assume the investigation and defense thereof with counsel reasonably satisfactory to the Indemnitee. Whether or not the Indemnifying Party elects to assume the investigation and defense of any Third Party Claim, the Indemnified Party Indemnitee shall be entitled have the right to employ separate counsel and to participate in the investigation and defense thereof; provided, however, that the Indemnitee shall pay the fees and disbursements of such separate counsel unless (but not controli) the employment of such defense with its own separate counsel at its own expense. If WEST or Xxxxxxhas been specifically authorized in writing by the Indemnifying Party, as (ii) the case may be, does not Indemnifying Party has failed to assume the defense of such Third Party Claim within reasonable time after receipt of notice thereof with counsel reasonably satisfactory to such Indemnitee, or (iii) the named parties to the proceeding in which such claim, demand, action or cause of action has been asserted include both the Indemnifying Party and such Indemnitee and, in the reasonable judgment of counsel to such Indemnitee, there exists one or more defenses that may be available to the Indemnitee that are in conflict with those available to the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be liable for the fees and disbursements of more than one counsel for all Indemnified Parties in connection with any one proceeding or any similar or related proceedings arising from the same general allegations or circumstances. Without the prior written consent of the Indemnitee, the Indemnifying Party will not enter into any settlement of any Third Party Claim that would lead to liability or create any financial or other obligation on the part of the Indemnitee unless such settlement includes as an unconditional term thereof the release of the Indemnitee from all liability in respect of such Third Party Claim. If a settlement offer solely for money damages is made by the applicable third party claimant, and the Indemnifying Party notifies the Indemnitee in writing of the Indemnifying Party's willingness to accept the settlement offer and pay the amount called for by such offer without reservation of any rights or defenses against the Indemnitee, the Indemnified Indemnitee may continue to contest such claim, free of any participation by the Indemnifying Party, and the amount of any ultimate liability with respect to such Third Party may defend Claim that the same in Indemnifying Party has an obligation to pay hereunder shall be limited to the lesser of (A) the amount of the settlement offer that the Indemnitee declined to accept plus the Losses of the Indemnitee relating to such manner as it may deem appropriate, including settling Third Party Claim through the date of its rejection of the settlement offer or (B) the aggregate Losses of the Indemnitee with respect to such claim or litigation after giving notice to WEST or Xxxxxx, as the case may be, of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written requestclaim.

Defense of Claims. If the Indemnifying Party has acknowledged in writing to the Indemnified Party the Indemnifying Party’s responsibility for defending such claim, the Indemnifying Party shall have the right to defend, at its sole cost and expense, such claim by all appropriate proceedings, which proceedings shall be prosecuted diligently by the Indemnifying Party to a Third final conclusion or settled at the discretion of the Indemnifying Party; provided, however, that the Indemnifying Party Claim is made against may not enter into any compromise or settlement unless (a) such compromise or settlement includes as an unconditional term thereof, the giving by each claimant or plaintiff to the Indemnified Party of a release from all liability in respect of such claim; and (b) the Indemnified Party consents to such compromise or settlement, which consent shall not be withheld, conditioned or delayed unless such compromise or settlement involves (i) any admission of legal wrongdoing by the Indemnified Party, (aii) WEST any payment by the Indemnified Party that is not indemnified hereunder, or Xxxxxx, as (iii) the case may be, will be entitled imposition of any equitable relief against the Indemnified Party. If the Indemnifying Party does not elect to participate in assume control of the defense thereof andof a claim or if a good faith and diligent defense is not being or ceases to be materially conducted by the Indemnifying Party, then the Indemnified Party shall have the right, at the expense of the Indemnifying Party, upon at least ten (b10) if it so choosesBusiness Days’ prior written notice to the Indemnifying Party of its intent to do so, to assume undertake the defense thereof of such claim for the account of the Indemnifying Party (with counsel reasonably selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) WEST approved by the Indemnifying Party, such approval not unreasonably withheld, conditioned, or Xxxxxx, as the case may be, first admits in writing its liability to indemnify delayed); provided that the Indemnified Party shall keep the Indemnifying Party apprised of all material developments with respect to all elements of such claim in full. Should WEST or Xxxxxx, as and promptly provide the case may be, so elect to assume the defense Indemnifying Party with copies of a Third Party Claim, WEST or Xxxxxx, as the case may be, will not be liable to the Indemnified Party for any legal expenses subsequently incurred all correspondence and documents exchanged by the Indemnified Party in connection with and the defense thereofopposing party to such litigation. If WEST or Xxxxxx, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, does not assume the defense of any such Third Party Claim, the The Indemnified Party may defend not compromise or settle such litigation without the same in prior written consent of the Indemnifying Party, such manner as it may deem appropriateconsent not to be unreasonably withheld, including settling such claim conditioned, or litigation after giving notice to WEST or Xxxxxx, as the case may be, of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written requestdelayed.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) WEST If any Indemnitee receives notice of the assertion of any claim or Xxxxxxof the commencement of any suit, as action or proceeding made or brought by any Person who is not a Party to this Agreement or an Affiliate of a Party to this Agreement (a "Third-Party Claim") with respect to which indemnification is to be sought from an Indemnifying Party, the case Indemnitee shall give such Indemnifying Party reasonably prompt written notice thereof, but in no event later than twenty (20) Business Days after the Indemnitee's receipt of notice of such Third-Party Claim. Such notice shall describe the nature of the Third-Party Claim in reasonable detail and shall indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be, will be entitled incurred by the Indemnitee. The Indemnifying Party shall have the right to participate in or, by giving written notice to the defense thereof and, (b) if it so choosesIndemnitee, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should WEST or Xxxxxx, as the case may be, so elect to assume the defense of a Third any Third-Party Claim, WEST or Xxxxxx, as Claim at such Indemnifying Party's expense and by such Indemnifying Party's own counsel; provided that the case may be, will not counsel for the Indemnifying Party who shall conduct the defense of such Third-Party Claim shall be liable reasonably satisfactory to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party Indemnitee. The Indemnitee shall cooperate in connection with the good faith in such defense thereofat such Indemnitee's own expense. If WEST or Xxxxxx, as the case may be, an Indemnifying Party elects to assume the defense of a Third any Third-Party Claim, the Indemnified Party will Indemnitee shall (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, Indemnifying Party in connection with such defense and defense, (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third any Third-Party Claim without WEST’s or Xxxxxx’, as the case may be, Indemnifying Party's prior written consentconsent and (iii) agree to any settlement, compromise or discharge of a Third-Party Claim which the Indemnifying Party may recommend and which by its terms obligates the Indemnifying Party to pay the full amount of the liability in connection with such Third-Party Claim and unconditionally releases the Indemnitee completely in connection with such Third-Party Claim. If WEST or Xxxxxx, as In the case may be, event that the Indemnifying Party shall assume the defense of any Third Third-Party Claim, the Indemnified Party Indemnitee shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, Indemnifying Party does not assume the defense of any such Third Third-Party Claim, the Indemnified Party Indemnitee may defend the same in such manner as it may deem appropriate, including settling settling, compromising or discharging such claim or litigation after giving notice to WEST the Indemnifying Party of the terms of the proposed settlement, compromise or Xxxxxx, as discharge and the case may be, of such terms and, WEST or Xxxxxx, as the case may be, Indemnifying Party will promptly reimburse the Indemnified Party Indemnitee upon written request. Anything contained in this Agreement to the contrary notwithstanding, no Indemnifying Party shall be entitled to assume the defense of any Third-Party Claim if such Third-Party Claim seeks an order, injunction or other equitable relief or relief for other than monetary damages against the Indemnitee which, if successful, would materially adversely affect the business of the Indemnitee; provided that such Indemnifying Party shall continue to be obligated to such Indemnitee pursuant to this Article IX for all Indemnifiable Losses relating to, resulting from or arising out of such Third-Party Claim.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) WEST If any Indemnitee receives notice of the assertion of any claim or Xxxxxx, as of the case may be, will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected commencement of any action or proceeding by WEST or Xxxxxx, as the case may be, provided any entity that in connection with such assumption (i) such counsel is not a party to this Agreement or an Affiliate of such a party (a "Third Party Claim") against such Indemnitee, with respect to which an Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnitee will give such Indemnifying Party reasonably objected prompt written notice thereof, but in any event not later than ten (10) calendar days after receipt of notice of such Third Party Claim; provided, however, that the failure of the Indemnitee to by notify the Indemnified Indemnifying Party and (ii) WEST or Xxxxxx, as shall only relieve the case may be, first admits in writing Indemnifying Party from its liability obligation to indemnify the Indemnified Party with respect Indemnitee pursuant to all elements of such claim in full. Should WEST or Xxxxxx, as the case may be, so elect to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, will not be liable this Article 12 to the Indemnified extent that the Indemnifying Party for any legal expenses subsequently incurred is materially prejudiced by such failure (whether as a result of the Indemnified Party in connection with the defense thereofforfeiture of substantive rights or defenses or otherwise). If WEST or Xxxxxx, as the case may be, elects to assume the defense Upon receipt of notification of a Third Party Claim, the Indemnified Indemnifying Party will (i) cooperate in all reasonable respects with WEST or Xxxxxxshall be entitled, as upon written notice to the case may beIndemnitee, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall to assume the investigation and defense thereof with counsel reasonably satisfactory to the Indemnitee. Whether or not the Indemnifying Party elects to assume the investigation and defense of any Third Party Claim, the Indemnified Party Indemnitee shall be entitled have the right to employ separate counsel and to participate in the investigation and defense thereof; provided, however, that the Indemnitee shall pay the fees and disbursements of such separate counsel unless (but not controli) the employment of such defense with its own separate counsel at its own expense. If WEST or Xxxxxxhas been specifically authorized in writing by the Indemnifying Party, as (ii) the case may be, does not Indemnifying Party has failed to assume the defense of such Third Party Claim within reasonable time after receipt of notice thereof with counsel reasonably satisfactory to such Indemnitee, or (iii) the named parties to the proceeding in which such claim, demand, action or cause of action has been asserted include both the Indemnifying Party and such Indemnitee and, in the reasonable judgment of counsel to such Indemnitee, there exists one or more defenses that may be available to the Indemnitee that are in conflict with those available to the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be liable for the fees and disbursements of more than one counsel for all Indemnified Parties in connection with any one proceeding or any similar or related proceedings arising from the same general allegations or circumstances. Without the prior written consent of the Indemnitee, the Indemnifying Party will not enter into any settlement of any Third Party Claim that would lead to liability or create any financial or other obligation on the part of the Indemnitee unless such settlement includes as an unconditional term thereof the release of the Indemnitee from all liability in respect of such Third Party Claim. If a settlement offer solely for money damages is made by the applicable third party claimant, and the Indemnifying Party notifies the Indemnitee in writing of the Indemnifying Party's willing-ness to accept the settlement offer and pay the amount called for by such offer without reservation of any rights or defenses against the Indemnitee, the Indemnified Indemnitee may continue to contest such claim, free of any participation by the Indemnifying Party, and the amount of any ultimate liability with respect to such Third Party may defend Claim that the same in Indemnifying Party has an obligation to pay hereunder shall be limited to the lesser of (A) the amount of the settlement offer that the Indemnitee declined to accept plus the Losses of the Indemnitee relating to such manner as it may deem appropriate, including settling Third Party Claim through the date of its rejection of the settlement offer or (B) the aggregate Losses of the Indemnitee with respect to such claim or litigation after giving notice to WEST or Xxxxxx, as the case may be, of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written requestclaim.

Defense of Claims. If Any Excalibur Indemnitee or GRMG Indemnitee (the "INDEMNIFIED PARTY") seeking indemnification under this Agreement shall give to the party obligated to provide indemnification to such Indemnified Party (the "INDEMNITOR") a Third Party notice (a "CLAIM NOTICE") describing in reasonable detail the facts giving rise to any claim for indemnification hereunder promptly upon learning of the existence of such claim. Upon receipt by the Indemnitor of a Claim is made against Notice from an Indemnified PartyParty with respect to any claim of a third party, (a) WEST or Xxxxxx, as the case such Indemnitor may be, will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should WEST or Xxxxxx, as the case may be, so elect to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, will not be liable satisfactory to the Indemnified Party for any and, in such event, shall agree to pay and otherwise discharge with the Indemnitor's own assets all judgments, deficiencies, damages, settlements, liabilities, losses, costs and legal and other expenses subsequently incurred by related thereto; and the Indemnified Party shall cooperate in the defense or prosecution thereof and shall furnish such records, information and testimony and attend all such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. If the Indemnitor does not assume the defense thereof within ten days of its receipt of the Claim Notice, the Indemnitor shall similarly cooperate with the Indemnified Party in connection with such defense or prosecution. The Indemnified Party shall have the right to participate in the defense thereof. If WEST or Xxxxxxprosecution of any lawsuit with respect to which the Indemnitor has assumed the defense and to employ its own counsel therein, as but the case may be, elects fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the Indemnitor shall not have promptly employed counsel reasonably satisfactory to assume such Indemnified Party to take charge of the defense of such action, (ii) such Indemnified Party shall have reasonably concluded that there exists a Third Party Claimsignificant conflict of interest with respect to the conduct of such Indemnified Party's defense by the Indemnitor, or (iii) the Indemnitor fails to provide reasonable insurance to the Indemnified Party will (i) cooperate in all reasonable respects of its financial capacity to defend such action and provide indemnification with WEST or Xxxxxx, as the case may berespect to such action, in connection with any of which events such defense reasonable fees and (ii) expenses shall be borne by the Indemnitor and the Indemnitor shall not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as have the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume right to direct the defense of any Third such action on behalf of the Indemnified Party. The Indemnitor shall have the right, in its sole discretion, to settle any claim (a) which is solely for monetary damages for which indemnification has been sought and is available hereunder, and (b) where there is no finding or admission of any violation of any legal requirements or any violation of the rights of any Person and no effect on any other claims that may be made against the indemnified party, provided that the Indemnitor shall not agree to the settlement of any claim which constitutes the subject of a Claim Notice which settlement in the reasonable opinion of the Indemnified Party Claimwould have a material adverse continuing effect on the business of the Indemnified Party without the prior written consent of the Indemnified Party. The Indemnified Party shall give written notice to the Indemnitor of any proposed settlement of any suit, which settlement the Indemnitor may, if it shall have assumed the defense of the suit, reject in its reasonable judgment within 10 days of receipt of such notice. Notwithstanding the foregoing the Indemnified Party shall have the right to pay or settle any suit for which indemnification has been sought and is available hereunder, provided that, if the defense of such claim shall have been assumed by the Indemnitor, the Indemnified Party shall automatically be entitled deemed to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, does not assume the defense of have waived any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice right to WEST or Xxxxxx, as the case may be, of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written requestindemnification hereunder.

Defense of Claims. If a Third The Indemnifying Party Claim is made against an Indemnified Party, (a) WEST or Xxxxxx, as the case may be, will be entitled elect to participate in assume and control the defense thereof andof any Claim, (b) if it so chooses, including the employment of counsel reasonably satisfactory to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and the payment of expenses related thereto, if (iia) WEST or Xxxxxx, as the case may be, first admits in writing Indemnifying Party acknowledges its liability obligation to indemnify the Indemnified Party for any Losses resulting from such third party Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation; (b) the Claim does not seek to impose any liability or obligation on the Indemnified Party other than for money damages; and (c) the Claim does not relate to the Indemnified Party's relationship with respect its customers or employees. If such conditions are satisfied and the Indemnifying Party elects to all elements assume and control the defense of a Claim, then (i) the Indemnifying Party will not be liable for any settlement of such claim Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may settle such Claim without the consent of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in full. Should WEST or Xxxxxxthe defense thereof, as but the case may be, so elect Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to adequately assume the defense of such Claim or to employ counsel with respect thereto or (B) a Third Party Claim, WEST or Xxxxxx, as conflict of interest exists between the case may be, will not be liable to interests of the Indemnified Party for any legal and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses subsequently incurred of such separate counsel will be paid by the Indemnified Party in connection with the defense thereofIndemnifying Party. If WEST or Xxxxxx, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) conditions are not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, does not assume the defense of any such Third Party Claimsatisfied, the Indemnified Party may defend assume and control the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to WEST or Xxxxxx, as defense of the case may be, of such terms and, WEST or Xxxxxx, as Claim at the case may be, will promptly reimburse the Indemnified Party upon written requestIndemnifying Party's cost and expense.

Defense of Claims. If In connection with any claim giving rise to indemnity under this Agreement resulting from or arising out of any claim or legal proceeding by a Third person who is not a party to this Agreement, the Indemnifying Party Claim is made against an at its sole cost and expense and with counsel reasonably satisfactory to the Indemnified Party may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding if (a) WEST or Xxxxxx, as the case may be, will be entitled Indemnifying Party acknowledges to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and in writing, within fifteen (ii15) WEST or Xxxxxxdays after receipt of notice from the Indemnified Party, as the case may be, first admits in writing its liability obligations to indemnify the Indemnified Party with respect to all elements of such claim in full. Should WEST or Xxxxxxbased upon the facts then reasonably known to such Indemnifying Party, as (b) the case may be, so elect to assume Indemnifying Party provides the defense of a Third Indemnified Party Claim, WEST or Xxxxxx, as the case may be, will not be liable with evidence reasonably acceptable to the Indemnified Party for any legal expenses subsequently incurred by that the Indemnifying Party will have the financial resources to defend against such third-party claims and fulfill its indemnification obligations hereunder, (c) the third-party claim involves only money damages and does not seek an injunction or other equitable relief, and (d) settlement or an adverse judgment of the third-party claim is not, in the good faith judgment of the Indemnified Party in connection with Party, likely to establish a pattern or practice adverse to the defense thereof. If WEST or Xxxxxx, as the case may be, elects to assume the defense continuing business interests of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consentParty. If WEST or Xxxxxx, as the case may be, shall assume the defense of any Third Party Claim, the The Indemnified Party shall be entitled to participate in (but not control) the defense of any such defense action, with its counsel and at its own expense; PROVIDED, HOWEVER, that if there are one or more legal defenses available to the Indemnified Party that conflict with those available to the Indemnifying Party, or if the Indemnifying Party fails to take reasonable steps necessary to defend diligently the claim after receiving notice from the Indemnified Party that it believes the Indemnifying Party has failed to do so, the Indemnified Party may assume the defense of such claim; PROVIDED, FURTHER, that the Indemnified Party may not settle such claim without the prior written consent of the Indemnifying Party, which consent may not be unreasonably withheld. If the Indemnified Party assumes the defense of the claim, the Indemnifying Party shall reimburse the Indemnified Party for the reasonable fees and expenses of counsel retained by the Indemnified Party and the Indemnifying Party shall be entitled to participate in (but not control) the defense of such claim, with its counsel and at its own expense. If WEST the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third party claim or Xxxxxxthe 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. The parties agree to render, without compensation, to each other such assistance as they may reasonably require of each other in order to insure the case may be, does not assume the proper and adequate defense of any such Third Party Claimaction, suit or proceeding, whether or not subject to indemnification hereunder. If the indemnification provided for in this Article XI is for any reason unenforceable, the Indemnified Party may defend party against whom indemnification was sought agrees to contribute to the same claims for which such indemnification is unenforceable in such manner proportion as it may deem appropriateis appropriate to reflect the relative fault of such party, including settling such claim or litigation after giving notice to WEST or Xxxxxxon the one hand, and the Indemnified Party, on the other hand, as the case may be, of such terms and, WEST or Xxxxxx, well as the case may be, will promptly reimburse the Indemnified Party upon written requestany other relevant equitable considerations.

Defense of Claims. If After receipt of a Claim Notice relating to a Third Party Claim is made against an Indemnified PartyClaim, (a) WEST or Xxxxxx, as the case may be, will Indemnifying Party shall be entitled to participate in the defense thereof of such Third Party Claim and, to the extent that it desires (bunless (x) if it so choosesthe Indemnifying Party is also a Person against whom the Third Party Claim is made and the Indemnified Party determines in good faith that joint representation would be inappropriate, (y) greater than 50% of the Damages are reasonably anticipated to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to be incurred by the Indemnified Party and because such Damages exceed the applicable maximum limit (iiif any) WEST for indemnification contained in Section 10.2(f), or Xxxxxx, as the case may be, first admits in writing its liability to indemnify the (z) material equitable or other non-monetary relief is sought from any Indemnified Party with respect pursuant to all elements of such claim in full. Should WEST or Xxxxxx, as the case may be, so elect Third Party Claim) to assume the defense of a such Third Party Claim. After notice from the Indemnifying Party to the Indemnified Party of its election to assume the defense of such Third Party Claim, WEST or Xxxxxxthe Indemnifying Party shall not, so long as the case may beit diligently conducts such defense, will not be liable to the Indemnified Party under this Section 10.2 for any legal expenses fees of other counsel with respect to the defense of such Third Party Claim subsequently incurred by the Indemnified Party in connection with the defense thereofof such Third Party Claim, other than reasonable costs of investigation. If WEST or Xxxxxx, as the case may be, elects to assume Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party will (i) cooperate such assumption will conclusively establish for purposes of this Agreement that the claims made in all reasonable respects with WEST or Xxxxxxthat Third Party Claim are within the scope of and subject to indemnification (but no such assumption shall affect the applicability of any limit on indemnification contained in this Section 10.2), as the case may be, in connection with such defense and (ii) not admit any liability with respect to, or settle, no compromise or discharge, settlement of such Third Party Claim Claims may be effected by the Indemnifying Party without WESTthe Indemnified Party’s consent (which consent shall not be unreasonably withheld, conditioned or Xxxxxx’, as delayed) unless (A) there is no finding or admission of any violation of Law and (B) the case may be, prior written consentsole relief provided is monetary damages that are paid in full by the Indemnifying Party. The Indemnified Party shall have no Liability with respect to any compromise or settlement of such Third Party Claims effected without its consent if such consent is required pursuant to the immediately preceding sentence. If WEST or Xxxxxxthe Indemnifying Party does not, as within twenty (20) days after receipt of a Claim Notice, give written notice to the case may be, shall Indemnified Party of its election to assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, does not assume the defense of any such Third Party Claim, the Indemnified Party may defend assume control of the same in such manner as it may deem appropriate, including settling such claim defense; provided that no compromise or litigation after giving notice to WEST or Xxxxxx, as the case may be, settlement of such terms andThird Party Claims may be effected by an Indemnified Party without the Indemnified Party’s consent (which consent shall not be unreasonably withheld, WEST conditioned or Xxxxxx, as delayed) unless (A) there is no finding or admission of any violation of Law and (B) no monetary damages are awarded that will be the case may be, will promptly reimburse subject of a claim for indemnification by the Indemnified Party upon written requestagainst the Indemnifying Party. In the event the Indemnifying Party reserves its right to dispute its indemnity obligation with respect to a Third Party Claim, (i) the Indemnifying Party shall have no right to control or assume the defense of such Third Party Claim unless the Indemnified Party otherwise agrees in writing, and (ii) legal counsel utilized by the Indemnified Party with respect to such Third Party Claim shall be reasonably acceptable to the Indemnifying Party.

Defense of Claims. If After receipt of a Claim Notice relating to a Third Party Claim is made against an Claim, the Indemnifying Party shall be entitled, if it so elects by written notice to the Indemnified Party, at its own cost, risk and expense, (a) WEST or Xxxxxx, as the case may be, will be entitled to participate in take control of the defense thereof and, and investigation of such Third Party Claim and (b) if it so chooses, to assume employ and engage attorneys of its own choice that are reasonably satisfactory to the defense thereof with counsel selected by WEST or Xxxxxx, as Indemnified Party to handle and defend the case may be, provided that in connection with such assumption same if: (i) such counsel is not reasonably objected to by the Indemnified Indemnifying Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing acknowledges its liability obligation to indemnify the Indemnified Party for any Damages resulting from such Claim; and (ii) the Claim does not seek to impose any Liability on the Indemnified Party other than money damages. If the conditions set forth in the previous sentence are not satisfied or, if satisfied, the Indemnifying Party fails to so assume the defense of such Third Party Claim within twenty (20) Business Days after receipt of the Claim Notice, the Indemnified Party against which such Third Party Claim has been asserted will (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake and control, at the Indemnifying Party’s cost and expense, the defense and investigation, of such Claim. The Indemnified Party shall, with respect to any Third Party Claim, promptly deliver to the Indemnifying Party, but in any event within twenty (20) Business Days after the Indemnified Party’s receipt thereof, copies of all elements notices, court papers and material correspondence received by the Indemnified Party relating to the Third Party Claim. The party that assumes the defense and investigation of the Third Party Claim in accordance with this Agreement shall keep the other party reasonably informed of the progress of any such defense, compromise or settlement. Notwithstanding the foregoing, the Indemnified Party (or, if the Indemnified Party controls the defense, the Indemnifying Party) may participate in such defense at its own expense. If however (i) the Indemnifying Party has failed to assume and actively conduct the defense of such claim Claim or to employ counsel with respect thereto; or (ii) in fullthe reasonable opinion of the Indemnified Party, a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, then the Indemnified Party may employ separate counsel and the fees and expenses of such separate counsel will be paid by the Indemnifying Party. Should WEST The Indemnified Party shall provide, at the Indemnifying Party’s cost and expense, such information and documentation that is not subject to the attorney-client privilege or Xxxxxx, other applicable privilege or under court seal as the case Indemnifying Party may be, so elect reasonably request in order to evaluate its indemnification obligations hereunder in order to determine whether to assume the defense of such Third Party Claim. If the Indemnifying Party chooses to defend any Third Party Claim, all the parties hereto shall reasonably cooperate in the defense or prosecution of such Third Party Claim at the Indemnifying Party’s cost and expense. Such cooperation shall include the retention and (upon the Indemnifying Party’s request) the provision to the Indemnifying Party of records and information which are reasonably relevant to such Third Party Claim, and making relevant employees available on a mutually convenient basis. Whether or not the Indemnifying Party shall have assumed the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, will not be liable to the no Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) not shall admit any liability with respect to, consent to the entry of any judgment, or settle, compromise or discharge, such any Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST consent of the Indemnifying Party (which consent shall not be unreasonably withheld or Xxxxxx, as delayed in the case may be, shall circumstance where the Indemnifying Party has not elected to assume (or does not have the right to assume) the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, does not assume the defense of any such Third Party Claim); provided, that the Indemnified Party may defend will not be required to obtain any consent of the same in Indemnifying Party to any such manner as it may deem appropriateadmission, including settling such claim consent, settlement, compromise or litigation after giving notice to WEST or Xxxxxx, as the case may be, discharge of such terms and, WEST Claim (and will not prejudice its right to be indemnified with respect to such Claim) if the Indemnifying Party is disputing its obligation or Xxxxxx, as the case may be, will promptly reimburse is asserting that it has no obligation to indemnify the Indemnified Party upon written requestin respect of such Claim and is not defending such Claim.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, the Applicable Indemnifying Party will be entitled (a) WEST or Xxxxxx, as the case may be, will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST or Xxxxxxthe Applicable Indemnifying Party; provided, as the case may behowever, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) WEST or Xxxxxx, as the case may be, Applicable Indemnifying Party first admits in writing its joint and several liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should WEST or Xxxxxx, as If the case may be, so elect Applicable Indemnifying Party elects to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, Applicable Indemnifying Party will (x) not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (iy)(i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WESTthe Applicable Indemnifying Party’s or Xxxxxx’prior written consent, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume the defense of any Third Party Claim, the Indemnified Party shall be and (z) be entitled to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, Applicable Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to WEST or Xxxxxx, as the case may be, Applicable Indemnifying Party of the terms of such terms and, WEST or Xxxxxx, as settlement and the case may be, will Applicable Indemnifying Party shall promptly reimburse the Indemnified Party upon written request. Anything contained in this Note Purchase Agreement to the contrary notwithstanding, the Applicable Indemnifying Party shall not be entitled to assume the defense of any part of a Third Party Claim that seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) WEST If any Indemnitee receives notice of the assertion of any claim or Xxxxxxof the commencement of any action or proceeding by any Third Party (a “Third Party Claim”) against such Indemnitee, as with respect to which an Indemnifying Party is obligated to provide indemnification under this Agreement, the case may beIndemnitee will give such Indemnifying Party reasonably prompt written notice thereof, will be entitled but in any event not later than ten (10) calendar days after receipt of notice of such Third Party Claim; provided, however, that the failure of the Indemnitee to participate in so notify the defense thereof and, (b) if it so chooses, to assume Indemnifying Party shall only relieve the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Indemnifying Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing from its liability obligation to indemnify the Indemnified Party with respect Indemnitee pursuant to all elements of such claim in full. Should WEST or Xxxxxx, as the case may be, so elect to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, will not be liable this Article XV to the Indemnified extent that the Indemnifying Party for any legal expenses subsequently incurred is materially prejudiced by such failure (whether as a result of the Indemnified Party in connection with the defense thereofforfeiture of substantive rights or defenses or otherwise). If WEST or Xxxxxx, as the case may be, elects to assume the defense Upon receipt of notification of a Third Party Claim, the Indemnified Indemnifying Party will (i) cooperate shall be entitled, upon written notice to the Indemnitee, to assume the investigation and defense thereof; provided, however, that the Indemnifying Party shall not have the right to control the defense unless and until the Indemnifying Party agrees in all reasonable respects with WEST or Xxxxxx, as writing to indemnify the case may be, in connection with such defense and (ii) not admit any liability Indemnitee with respect to, or settle, compromise or discharge, to such Third Party Claim without WEST’s Claim, subject to the applicable limitations set forth herein. Whether or Xxxxxx’, as not the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall Indemnifying Party elects to assume the investigation and defense of any Third Party Claim, the Indemnified Party Indemnitee shall be entitled have the right to employ separate counsel and to participate in the investigation and defense thereof; provided, however, that the Indemnitee shall pay the fees and disbursements of such separate counsel unless (but not controli) the employment of such defense with its own separate counsel at its own expense. If WEST or Xxxxxxhas been specifically authorized in writing by the Indemnifying Party, as (ii) the case may be, does not Indemnifying Party has failed to assume the defense of such Third Party Claim within a reasonable time after receipt of notice thereof and in accordance with Section 15.4(a), or (iii) the named parties to the proceeding in which such claim, demand, action or cause of action has been asserted include both the Indemnifying Party and such Indemnitee and, in the reasonable judgment of counsel to such Indemnitee, there exists one or more defenses that may be available to the Indemnitee that are not available to or are in conflict with those available to the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be liable for the fees and disbursements of more than one counsel for all Indemnified Parties in connection with any one proceeding or any similar or related proceedings arising from the same general allegations or circumstances. Without the prior written consent of the Indemnitee, the Indemnifying Party will not enter into any settlement of any Third Party Claim that would lead to liability or create any financial or other obligation on the part of the Indemnitee unless such settlement includes as an unconditional term thereof the release of the Indemnitee from all liability in respect of such Third Party Claim. If a settlement offer solely for money damages is made by the applicable third party claimant (which offer provides for a full and unconditional release of the Indemnitee), and the Indemnifying Party notifies the Indemnitee in writing of the Indemnifying Party’s willingness to accept the settlement offer and pay the amount called for by such offer without reservation of any rights or defenses against the Indemnitee, the Indemnified Indemnitee may continue to contest such claim, free of any participation by the Indemnifying Party, and the amount of any ultimate liability with respect to such Third Party may defend Claim that the same in Indemnifying Party has an obligation to pay hereunder shall be limited to the lesser of (A) the amount of the settlement offer that the Indemnitee declined to accept plus the Indemnifiable Losses of the Indemnitee relating to such manner as it may deem appropriate, including settling Third Party Claim through the date of its rejection of the settlement offer or (B) the aggregate Indemnifiable Losses of the Indemnitee with respect to such claim or litigation after giving notice to WEST or Xxxxxx, as the case may be, of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written requestclaim.

Defense of Claims. If a The Indemnifying Party shall have the right to defend any Third Party Claim is made against an in the name of the Indemnified Party; provided, however, that if counsel for the Indemnified Party reasonably advises the Indemnified Party that there are issues which raise conflicts of interest between the Indemnifying Party and the Indemnified Party, (a) WEST or Xxxxxx, as then the case Indemnified Party may be, will be entitled retain one counsel reasonably satisfactory to it to participate in such defense, and the defense thereof and, (b) if it so chooses, to assume Indemnifying Party shall pay the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party reasonable fees and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify the Indemnified Party with respect to all elements expenses of such claim in fullcounsel; (****). Should WEST The Party or Xxxxxx, as the case may be, so elect to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume Parties conducting the defense of any Third Party ClaimClaim shall keep the other parties reasonably apprised of significant developments with respect thereto. (****). Notwithstanding the foregoing, (i) if the Indemnified Indemnifying Party shall be entitled elects not to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, does not assume the defense of any defend such Third Party Claim, the Indemnified Party may defend such Third Party Claim at the same expense of the Indemnifying Party; (ii) each party shall remain responsible for, and control, all litigation with respect to its business pending or threatened in such manner as it may deem appropriate, including settling such claim or litigation after giving notice writing immediately prior to WEST or Xxxxxx, as the Effective Date; and (iii) in the case may beof any Third Party Claim that seeks an injunction or equitable relief against the Indemnified Party, the Indemnifying Party shall not be entitled to assume such portion of such terms and, WEST or Xxxxxx, as the defense related thereto; provided that in the case may beof clauses (i) and (iii) and in the case where (****), will promptly reimburse the Indemnified Party upon may not compromise or settle any such Third Party Claim without the Indemnifying Party’s prior written requestconsent (not to be unreasonably withheld, conditioned or delayed, it being understood that such consent right shall apply only to the monetary Losses for which the Indemnifying Party may be responsible under this Article XI and not any other terms of such settlement for which the Indemnifying Party is not liable under this Agreement); provided, further, that the Indemnifying Party may later participate in any such Third Party Claim with counsel of its choice and at its own expense. The Indemnifying Party’s right to defend shall include the right to compromise or enter into an agreement settling any Third Party Claim; provided that no such compromise or settlement shall obligate the Indemnified Party to make any admission of fault or wrongdoing or to take any action other than the delivery of a customary release relating to such Third Party Claim (it being understood that any such customary release shall fully and unconditionally release the Indemnified Party from any liability related to such Third Party Claim). The Indemnified Party shall have the right to employ its own counsel if the Indemnifying Party is entitled to assume and elects to assume such defense of any Third Party Claim, but the fees and expenses of such counsel shall be at the Indemnified Party’s expense. For the avoidance of doubt, each Party shall continue to control any claims arising out of proceedings occurring prior to the Effective Date.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) WEST If any Indemnitee receives notice of the assertion of any claim or Xxxxxx, as of the case may be, will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected commencement of any action or proceeding by WEST any Person or Xxxxxx, as the case may be, provided Governmental Entity that in connection with such assumption (i) such counsel is not a party to this Agreement (a “Third Party Claim”) against such Indemnitee, with respect to which an Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnitee will give such Indemnifying Party reasonably objected prompt written notice thereof, but in any event not later than 10 calendar days after receipt of notice of such Third Party Claim; provided, however, that the failure of the Indemnitee to by notify the Indemnified Indemnifying Party and (ii) WEST or Xxxxxx, as shall only relieve the case may be, first admits in writing Indemnifying Party from its liability obligation to indemnify the Indemnified Party with respect Indemnitee pursuant to all elements of such claim in full. Should WEST or Xxxxxx, as the case may be, so elect to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, will not be liable this Article XV to the Indemnified extent that the Indemnifying Party for any legal expenses subsequently incurred is materially prejudiced by such failure (whether as a result of the Indemnified Party in connection with the defense thereofforfeiture of substantive rights or defenses or otherwise). If WEST or Xxxxxx, as the case may be, elects to assume the defense Upon receipt of notification of a Third Party Claim, the Indemnified Indemnifying Party will (i) cooperate in all reasonable respects with WEST or Xxxxxxshall be entitled, as upon written notice to the case may beIndemnitee, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall to assume the investigation and defense thereof. Whether or not the Indemnifying Party elects to assume the investigation and defense of any Third Party Claim, the Indemnified Party Indemnitee shall be entitled have the right to employ separate counsel and to participate in the investigation and defense thereof; provided, however, that the Indemnitee shall pay the fees and disbursements of such separate counsel unless (but not controli) the employment of such defense with its own separate counsel at its own expense. If WEST or Xxxxxxhas been specifically authorized in writing by the Indemnifying Party, as (ii) the case may be, does not Indemnifying Party has failed to assume the defense of such Third Party Claim within a reasonable time after receipt of notice thereof, or (iii) the named parties to the proceeding in which such claim, demand, action or cause of action has been asserted include both the Indemnifying Party and such Indemnitee and, in the reasonable judgment of counsel to such Indemnitee, there exists one or more defenses that may be available to the Indemnitee that are not available to or are in conflict with those available to the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be liable for the fees and disbursements of more than one counsel for all Indemnified Parties in connection with any one proceeding or any similar or related proceedings arising from the same general allegations or circumstances. Without the prior written consent of the Indemnitee, the Indemnifying Party will not enter into any settlement of any Third Party Claim that would lead to liability or create any financial or other obligation on the part of the Indemnitee unless such settlement includes as an unconditional term thereof the release of the Indemnitee from all liability in respect of such Third Party Claim. If a settlement offer solely for money damages is made by the applicable third party claimant (which offer provides for a full and unconditional release of the Indemnitee), and the Indemnifying Party notifies the Indemnitee in writing of the Indemnifying Party’s willingness to accept the settlement offer and pay the amount called for by such offer without reservation of any rights or defenses against the Indemnitee, the Indemnified Indemnitee may continue to contest such claim, free of any participation by the Indemnifying Party, and the amount of any ultimate liability with respect to such Third Party may defend Claim that the same in Indemnifying Party has an obligation to pay hereunder shall be limited to the lesser of (A) the amount of the settlement offer that the Indemnitee declined to accept plus the Indemnifiable Losses of the Indemnitee relating to such manner as it may deem appropriate, including settling Third Party Claim through the date of its rejection of the settlement offer or (B) the aggregate Indemnifiable Losses of the Indemnitee with respect to such claim or litigation after giving notice to WEST or Xxxxxx, as the case may be, of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written requestclaim.

Defense of Claims. If In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Third third party, Parent shall give the Stockholders’ Representative prompt notice of such claim and the Stockholders’ Representative on behalf of the Indemnifying Party Claim is made against an at its cost and expense (the sole source of satisfaction of such cost and expense shall be the Escrow Account pursuant to the terms of the Escrow Agreement) and with counsel reasonably satisfactory to the Parent Indemnified Party may, upon written notice to the Parent Indemnified Party, (a) WEST or Xxxxxx, as the case may be, will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should WEST or Xxxxxx, as the case may be, so elect to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume the defense of any Third such claim or legal proceeding if (i) the Escrow Account is comprised of sufficient financial resources to defend against such third-party claim and fulfill the Indemnifying Party’s highest reasonably likely Losses with respect to such claim or legal proceeding, (ii) the third-party claim does not seek an injunction or other equitable relief against or adversely affecting a Parent Indemnified Party, (iii) the Indemnifying Party Claimacknowledges in writing its obligation to indemnify the Parent Indemnified Party against any Losses that may result from the third-party claim (subject to the sufficiency of the funds in the Escrow Account), and (iv) the Indemnifying Party agrees in writing not to settle such claim or proceeding without the prior written consent of the Parent Indemnified Party, which consent shall not be unreasonably withheld. If the Stockholders’ Representative so assumes, the Parent Indemnified Party shall be entitled to participate in (but not control) the defense of any such defense action, with its own counsel at its own expense. If WEST ; provided, however, that if there are one or Xxxxxxmore legal defenses available to the Parent Indemnified Party that conflict with those available to the Indemnifying Party, as or the case Indemnifying Party fails to take reasonable steps necessary to defend diligently the claim after receiving written notice from the Parent Indemnified Party that it reasonably believes that the Indemnifying Party has failed to do so, the Parent Indemnified Party may be, does not assume the defense of any such Third Party Claimclaim; and provided, further, that the Parent Indemnified Party may not settle such claim without the prior written consent of the Indemnifying Party, which consent may not be unreasonably withheld. If the Parent Indemnified Party assumes the defense of the claim, the Parent Indemnified Party shall be reimbursed out of the Escrow Account pursuant to the terms of the Escrow Agreement on a quarterly basis, provided a notice of such claim is first provided and resolved in accordance with Section 10.02, for reasonable fees and expenses of counsel retained by the Parent Indemnified Party and the Indemnifying Party shall be entitled to participate in (but not control) the defense of such claim, with its counsel at its own expense; provided, however, that the Parent Indemnified Party shall not be reimbursed for fees and expenses of more than one separate firm. If the Indemnifying Party thereafter seeks to question the manner in which the Parent 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 Parent Indemnified Party did not defend the same or settle such third-party claim in a reasonably prudent manner. The parties agree to render, without compensation, to each other such manner assistance as it they may deem appropriatereasonably require of each other and to cooperate in good faith with each other, including settling providing such claim or litigation after giving notice to WEST or Xxxxxx, documents and records as may be pertinent and the case may be, time and attention of such terms andpersonnel as may reasonably be necessary, WEST in order to ensure the proper and adequate defense of any action, suit or Xxxxxxproceeding, as the case may be, will promptly reimburse the Indemnified Party upon written requestwhether or not subject to indemnification hereunder.

Defense of Claims. If a Third Party Claim is made any action or claim shall be brought or asserted against an indemnified party or parties (the "Indemnified Party") under this Section VI in respect of which indemnity may be sought from an indemnifying party or parties (the "Indemnifying Party") under this Section VI (a "Claim"), (a) WEST the Indemnified Party shall immediately give prompt written notice of the Claim to the Indemnifying Party, who shall assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of all expenses; except that any delay or Xxxxxxfailure to so notify the Indemnifying Party shall only relieve the Indemnifying Party of their obligations hereunder to the extent, as if at all, that they are prejudiced by reason of such delay or failure. The Indemnified Party shall have the case may be, will be entitled right to employ separate counsel and participate in the defense thereof andof the Claim, (b) if it so choosesbut the fees and expenses of such counsel shall be at the expense of the Indemnified Party. In the event that the Indemnifying Party, within a reasonable time after notice of the Claim, fails to assume the defense thereof with counsel selected by WEST or Xxxxxxthereof, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) WEST shall have the right to undertake the defense, compromise or Xxxxxxsettlement of the Claim for the account of the Indemnifying Party at the expense of the Indemnifying Party; subject, as however, to the case may be, first admits in writing its liability to indemnify right of the Indemnified Indemnifying Party with respect to all elements of such claim in full. Should WEST or Xxxxxx, as the case may be, so elect to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, will not be liable Claim with counsel reasonably satisfactory to the Indemnified Party for at any legal expenses subsequently incurred by time prior to the Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) not admit any liability with respect to, or settlesettlement, compromise or dischargefinal determination thereof. Anything in this Section 6 to the contrary notwithstanding, such Third the Indemnifying Party Claim shall not, without WEST’s or Xxxxxx’, as the case may be, Indemnified Party's prior written consent. If WEST , settle or Xxxxxx, as compromise any Claim or consent to the case may be, shall assume the defense entry of any Third judgment with respect to any Claim for anything other than money damages paid by the indemnifying Party Claim, that would have any adverse affect on the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to WEST or Xxxxxx, as the case may be, of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written requestParty.

Defense of Claims. If any Indemnitee receives notice of the assertion of any claim or of the commencement of any action or proceeding by any entity that is not a party to this Agreement (a “Third Party Claim Claim”) against such Indemnitee, with respect to which an Indemnifying Party is made against an Indemnified Partyobligated to provide indemnification under this Agreement, the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than ten (a10) WEST or Xxxxxxcalendar days after receipt of notice of such Third Party Claim; provided, as however, that the case may be, will be entitled failure of the Indemnitee to participate in notify the defense thereof and, (b) if it so chooses, to assume Indemnifying Party shall only relieve the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Indemnifying Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing from its liability obligation to indemnify the Indemnified Party with respect Indemnitee pursuant to all elements of such claim in full. Should WEST or Xxxxxx, as the case may be, so elect to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, will not be liable this Article to the Indemnified extent that the Indemnifying Party for any legal expenses subsequently incurred is materially prejudiced by such failure (whether as a result of the Indemnified Party in connection with the defense thereofforfeiture of substantive rights or defenses or otherwise). If WEST or Xxxxxx, as the case may be, elects to assume the defense Upon receipt of notification of a Third Party Claim, the Indemnified Indemnifying Party will (i) cooperate in all reasonable respects with WEST or Xxxxxxshall be entitled, as upon written notice to the case may beIndemnitee, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall to assume the investigation and defense thereof. Whether or not the Indemnifying Party elects to assume the investigation and defense of any Third Party Claim, the Indemnified Party Indemnitee shall be entitled have the right to employ separate counsel and to participate in the investigation and defense thereof; provided, however, that the Indemnitee shall pay the fees and disbursements of such separate counsel unless (but not controli) the employment of such defense with its own separate counsel at its own expense. If WEST or Xxxxxxhas been specifically authorized in writing by the Indemnifying Party, as (ii) the case may be, does not Indemnifying Party has failed to assume the defense of such Third Party Claim within a reasonable time after receipt of notice thereof, or (iii) the named parties to the proceeding in which such claim, demand, action or cause of action has been asserted include both the Indemnifying Party and such Indemnitee and, in the reasonable judgment of counsel to such Indemnitee, there exists one or more defenses that may be available to the Indemnitee that are in conflict with those available to the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be liable for the fees and disbursements of more than one counsel for all Indemnitees in connection with any one proceeding or any similar or related proceedings arising from the same general allegations or circumstances. Without the prior written consent of the Indemnitee, the Indemnifying Party will not enter into any settlement of any Third Party Claim that would lead to liability or create any financial or other obligation on the part of the Indemnitee unless such settlement includes as an unconditional term thereof the release of the Indemnitee from all liability in respect of such Third Party Claim. If a settlement offer solely for money damages is made by the applicable third party claimant, and the Indemnifying Party notifies the Indemnitee in writing of the Indemnifying Party's willingness to accept the settlement offer and pay the amount called for by such offer without reservation of any rights or defenses against the Indemnitee, the Indemnified Indemnitee may continue to contest such claim, free of any participation by the Indemnifying Party, and the amount of any ultimate liability with respect to such Third Party may defend Claim that the same in Indemnifying Party has an obligation to pay hereunder shall be limited to the lesser of (A) the sum of the settlement offer that the Indemnitee declined to accept or (B) the aggregate Indemnifiable Losses of the Indemnitee with respect to such manner as it may deem appropriate, including settling such claim or litigation after giving notice to WEST or Xxxxxx, as the case may be, of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written requestclaim.

Defense of Claims. If In connection with any claim giving rise to indemnity under this Agreement resulting from or arising out of any claim or legal proceeding by a Third person who is not a party to this Agreement, the Indemnifying Party Claim is made against an at its sole cost and expense and with counsel reasonably satisfactory to the Indemnified Party may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding if (a) WEST or Xxxxxx, as the case may be, will be entitled Indemnifying Party acknowledges to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and in writing, within fifteen (ii15) WEST or Xxxxxxdays after receipt of notice from the Indemnified Party, as the case may be, first admits in writing its liability obligations to indemnify the Indemnified Party with respect to all elements of such claim in full. Should WEST or Xxxxxxbased upon the facts then reasonably known to such Indemnifying Party, as (b) the case may be, so elect to assume Indemnifying Party provides the defense of a Third Indemnified Party Claim, WEST or Xxxxxx, as the case may be, will not be liable with evidence reasonably acceptable to the Indemnified Party for any legal expenses subsequently incurred by that the Indemnifying Party will have the financial resources to defend against such third-party claims and fulfill its indemnification obligations hereunder, (c) the third-party claim involves only money damages and does not seek an injunction or other equitable relief, and (d) settlement or an adverse judgment of the third-party claim is not, in the good faith judgment of the Indemnified Party in connection with Party, likely to establish a pattern or practice adverse to the defense thereof. If WEST or Xxxxxx, as the case may be, elects to assume the defense continuing business interests of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consentParty. If WEST or Xxxxxx, as the case may be, shall assume the defense of any Third Party Claim, the The Indemnified Party shall be entitled to participate in (but not control) the defense of any such defense action, with its counsel and at its own expense; PROVIDED, HOWEVER, that if there are one or more legal defenses available to the Indemnified Party that conflict with those available to the Indemnifying Party, or if the Indemnifying Party fails to take reasonable steps necessary to defend diligently the claim after receiving notice from the Indemnified Party that it believes the Indemnifying Party has failed to do so, the Indemnified Party may assume the defense of such claim; PROVIDED, FURTHER, that the Indemnified Party may not settle such claim without the prior written consent of the Indemnifying Party, which consent may not be unreasonably withheld. If the Indemnified Party assumes the defense of the claim, the Indemnifying Party shall reimburse the Indemnified Party for the reasonable fees and expenses of counsel retained by the Indemnified Party and the Indemnifying Party shall be entitled to participate in (but not control) the defense of such claim, with its counsel and at its own expense. If WEST the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third party claim or Xxxxxxthe 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. The parties agree to render, without compensation, to each other such assistance as they may reasonably require of each other in order to insure the case may be, does not assume the proper and adequate defense of any such Third Party Claimaction, suit or proceeding, whether or not subject to indemnification hereunder. If the indemnification provided for in this Article X is for any reason unenforceable, the Indemnified Party may defend party against whom indemnification was sought agrees to contribute to the same claims for which such indemnification is unenforceable in such manner proportion as it may deem appropriateis appropriate to reflect the relative fault of such party, including settling such claim or litigation after giving notice to WEST or Xxxxxxon the one hand, and the Indemnified Party, on the other hand, as the case may be, of such terms and, WEST or Xxxxxx, well as the case may be, will promptly reimburse the Indemnified Party upon written requestany other relevant equitable considerations.

Defense of Claims. If In connection with any claim giving rise to indemnity under this Agreement resulting from or arising out of any claim or legal proceeding by a Third person who is not a party to this Agreement, the Indemnifying Party Claim is made against an at its sole cost and expense and with counsel reasonably satisfactory to the Indemnified Party may, upon written notice to the Indemnified Party, (a) WEST or Xxxxxx, as the case may be, will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST of any such claim or Xxxxxx, as the case may be, provided that in connection with such assumption legal proceeding if (i) such counsel is not reasonably objected the Indemnifying Party acknowledges to by the Indemnified Party and in writing, within fifteen (ii15) WEST or Xxxxxxdays after receipt of notice from the Indemnified Party, as the case may be, first admits in writing its liability obligations to indemnify the Indemnified Party with respect to all elements of such claim in full. Should WEST or Xxxxxxbased upon the facts then reasonably known to such Indemnifying Party, as (ii) the case may be, so elect to assume Indemnifying Party provides the defense of a Third Indemnified Party Claim, WEST or Xxxxxx, as the case may be, will not be liable with evidence reasonably acceptable to the Indemnified Party for any legal expenses subsequently incurred by that the Indemnifying Party will have the financial resources to defend against such third-party claims and fulfill its indemnification obligations hereunder, (iii) the third-party claim involves only money damages and does not seek an injunction or other equitable relief, and (iv) settlement or an adverse judgment of the third-party claim is not, in the good faith judgment of the Indemnified Party in connection with Party, likely to establish a pattern or practice adverse to the defense thereof. If WEST or Xxxxxx, as the case may be, elects to assume the defense continuing business interests of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consentParty. If WEST or Xxxxxx, as the case may be, shall assume the defense of any Third Party Claim, the The Indemnified Party shall be entitled to participate in (but not control) the defense of any such defense action, with its counsel and at its own expense; PROVIDED, HOWEVER, that if there are one or more legal defenses available to the Indemnified Party that conflict with those available to the Indemnifying Party, or if the Indemnifying Party fails to take reasonable steps necessary to defend diligently the claim after receiving notice from the Indemnified Party that it believes the Indemnifying Party has failed to do so, the Indemnified Party may assume the defense of such claim; PROVIDED, FURTHER, that the Indemnified Party may not settle such claim without the prior written consent of the Indemnifying Party, which consent may not be unreasonably withheld. If the Indemnified Party assumes the defense of the claim pursuant to this Section 11.7, the Indemnifying Party shall reimburse the Indemnified Party for the reasonable fees and expenses of counsel retained by the Indemnified Party and the Indemnifying Party shall be entitled to participate in (but not control) the defense of such claim, with its counsel and at its own expense. If WEST the Indemnifying Party thereafter seeks to question the manner in which the Indemnified Party defended such third party claim or Xxxxxxthe 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. The parties agree to render, without compensation, to each other such assistance as they may reasonably require of each other in order to insure the case may be, does not assume the proper and adequate defense of any such Third Party Claimaction, suit or proceeding, whether or not subject to indemnification hereunder. If the indemnification provided for in this Article XI is for any reason unenforceable, the Indemnified Party may defend party against whom indemnification was sought agrees to contribute to the same claims for which such indemnification is unenforceable in such manner proportion as it may deem appropriateis appropriate to reflect the relative fault of such party, including settling such claim or litigation after giving notice to WEST or Xxxxxxon the one hand, and the Indemnified Party, on the other hand, as the case may be, of such terms and, WEST or Xxxxxx, well as the case may be, will promptly reimburse the Indemnified Party upon written requestany other relevant equitable considerations.

Defense of Claims. i. If a any Indemnitee receives notice of assertion or commencement of any Third Party Claim is made against an Indemnified Party, (a) WEST or Xxxxxx, as the case may be, will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify the Indemnified Party Indemnitee with respect to all elements of which an Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnitee will give such claim in full. Should WEST or Xxxxxx, as the case may be, so elect to assume the defense of a Third Indemnifying Party Claim, WEST or Xxxxxx, as the case may be, will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense reasonably prompt written notice thereof. If WEST or Xxxxxx, as Such notice will describe the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s in reasonable detail, will include copies of all material written evidence thereof and will indicate the estimated amount, if reasonably practicable, of the Indemnifiable Loss that has been or Xxxxxx’may be sustained by the Indemnitee. The Indemnifying Party will have the right to participate in, as or, by giving written notice to the case may beIndemnitee, prior written consent. If WEST or Xxxxxxto assume, as the case may be, shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) Claim at such defense with its Indemnifying Party’s own expense and by such Indemnifying Party’s own counsel at if: (i) the Indemnifying Party acknowledges its own expense. If WEST or Xxxxxx, as obligation to indemnify the case may be, does not assume the defense of Indemnitee for any Indemnifiable Losses resulting from such Third Party Claim, subject to the Indemnified limitations set forth in Sections 10.2(b) and 10.2(c), (ii) such Third Party may defend Claim involves (and continues to involve) solely monetary damages which are not reasonably likely to exceed the same applicable amount (if any) in Section 10.2(c); (iii) such manner as it may deem appropriateThird Party Claim does not relate to or arise in connection with any criminal action or the Indemnitee’s relationship with any customer, including settling supplier or employee; and (iv) the Indemnifying Party makes reasonably adequate provision to satisfy the Indemnitee of the Indemnifying Party’s ability to defend, satisfy and discharge such claim Third Party Claim (collectively, the “Defense Conditions”). In such event, the Indemnifying Party shall from time to time apprise the Indemnitee of the status of the Third Party Claim and shall furnish the Indemnitee with such documents and information filed or litigation after giving notice to WEST delivered in connection with such claim, Liability or Xxxxxx, expense as the case Indemnitee may be, of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written reasonably request.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) WEST If any Indemnitee receives notice of the assertion of any claim or Xxxxxx, as of the case may be, will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected commencement of any action or proceeding by WEST any Person or Xxxxxx, as the case may be, provided Governmental Entity that in connection with such assumption (i) such counsel is not a party to this Agreement (a “Third Party Claim”) against such Indemnitee, with respect to which an Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnitee will give such Indemnifying Party reasonably objected prompt written notice thereof, but in any event not later than 20 calendar days after receipt of notice of such Third Party Claim; provided, however, that the failure of the Indemnitee to by notify the Indemnified Indemnifying Party and (ii) WEST or Xxxxxx, as will only relieve the case may be, first admits in writing Indemnifying Party from its liability obligation to indemnify the Indemnified Party with respect Indemnitee pursuant to all elements of such claim in full. Should WEST or Xxxxxx, as the case may be, so elect to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, will not be liable this Article XIII to the Indemnified extent that the Indemnifying Party for any legal expenses subsequently incurred is materially prejudiced by such failure (whether as a result of the Indemnified Party in connection with the defense thereofforfeiture of substantive rights or defenses or otherwise). If WEST or Xxxxxx, as the case may be, elects to assume the defense Upon receipt of notification of a Third Party Claim, the Indemnified Indemnifying Party will be entitled, upon written notice to the Indemnitee, to assume the investigation and defense thereof if such Indemnifying Party delivers a written agreement in form and substance satisfactory to the Indemnitee agreeing to indemnify the Indemnifying Party with respect to such Third Party Claim; provided that notwithstanding anything herein to the contrary, the Indemnifying Party will have no right to assume or continue the defense of any Third Party Claim (and the Indemnitee will have the exclusive right to defend it) if: (i) cooperate in all reasonable respects with WEST the Indemnitee reasonably determines that the Indemnifying Party does not have sufficient financial resources to defend or Xxxxxx, as the case may be, in connection with discharge such defense and Third Party Claim; (ii) if a conflict of interest is presented for the Indemnifying Party from defense of the Third Party Claim; or (iii) the Indemnifying Party is not admit any liability with respect to, or settle, compromise or discharge, vigorously defending such Third Party Claim without WEST’s or Xxxxxx’Claim, as reasonably determined by the case may be, prior written consentIndemnitee. If WEST Whether or Xxxxxx, as not the case may be, shall Indemnifying Party elects to assume the investigation and defense of any Third Party Claim, the Indemnified Party shall be entitled Indemnitee will have the right to employ one separate counsel (plus one separate local counsel) and to participate in (but the investigation and defense thereof; provided, however, that the Indemnitee will pay the reasonable fees and disbursements of such separate counsel. Without the prior written consent of the Indemnitee, the Indemnifying Party will not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, does not assume the defense enter into any settlement of any Third Party Claim that would lead to liability or create any financial or other obligation on the part of the Indemnitee unless such settlement includes as an unconditional term thereof the release of the Indemnitee from all liability in respect of such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to WEST or Xxxxxx, as the case may be, of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written request.

Defense of Claims. If a Third The Indemnifying Party Claim is made against an may elect to assume and control the defense of any Loss Claim, including the employment of counsel reasonably satisfactory to the Indemnified PartyParty and the payment of expenses related thereto, if (a) WEST the Indemnifying Party provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such indemnification obligation; (b) the Loss Claim does not seek to impose any liability or Xxxxxxobligation on the Indemnified Party other than the payment of money; and (c) the Loss Claim does not relate to the Indemnified Party's relationship with its customers or employees. Subject to the last sentence of this Section 7.4, if such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Loss Claim, then (i) the Indemnifying Party shall not be liable for any settlement of such Loss Claim effected without its prior written consent; (ii) the Indemnifying Party may settle such Loss Claim without the consent of the Indemnified Party so long as the case Indemnified Parties are given full and unconditional releases; and (iii) the Indemnified Party may be, will be entitled to employ separate counsel and participate in the defense thereof andthereof, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should WEST or Xxxxxx, as the case may be, so elect to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume the defense of any Third Party Claim, but the Indemnified Party shall be entitled responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, does not adequately assume the defense of any such Third Loss Claim, (B) the Indemnifying Party has failed to employ effective counsel with respect thereto or (C) there may exist a conflict of interest between the Indemnified Party and the Indemnifying Party or their counsel in the conduct of the defense of such action. If the Indemnifying Party elects not to assume and control the defense of a Loss Claim, the Indemnified Party may defend assume and control the same in defense of the Loss Claim and may contest, pay, settle or compromise any such manner as it may deem appropriate, including settling such claim or litigation after giving notice to WEST or Xxxxxx, as the case may be, of Loss Claim on such terms and, WEST or Xxxxxx, and conditions as the case may be, will promptly reimburse the Indemnified Party upon may determine at the cost and expense of the Indemnifying Party, provided that if the amount to be paid shall exceed $1,000,000 then consent of the Indemnifying Party shall be requested, which consent will not be unreasonably withheld and in any event shall be deemed given if no objection is received by the Indemnified Party within three (3) Business Days after the delivery of such request. If the issue being contested is related to a Tax liability and the Indemnifying Party is Stockholder, Stockholder shall not settle, either administratively or in any other forum, any claim for Taxes which would affect the liability for Tax of the Indemnified Parties for any period after the Closing Date, without prior written requestconsent of the Indemnified Parties, which consent will not be unreasonably withheld.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) WEST If any Indemnitee receives notice of the assertion of any claim or Xxxxxxof the commencement of any action or proceeding by any Third Party (a “Third Party Claim”) against such Indemnitee, as with respect to which an Indemnifying Party is obligated to provide indemnification under this Agreement, the case may beIndemnitee will give such Indemnifying Party reasonably prompt written notice thereof, will be entitled but in any event not later than ten (10) calendar days after receipt of notice of such Third Party Claim; provided, however, that the failure of the Indemnitee to participate in so notify the defense thereof and, (b) if it so chooses, to assume Indemnifying Party shall only relieve the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Indemnifying Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing from its liability obligation to indemnify the Indemnified Party with respect Indemnitee pursuant to all elements of such claim in full. Should WEST or Xxxxxx, as the case may be, so elect to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, will not be liable this Article XV to the Indemnified extent that the Indemnifying Party for any legal expenses subsequently incurred is materially prejudiced by such failure (whether as a result of the Indemnified Party in connection with the defense thereofforfeiture of substantive rights or defenses or otherwise). If WEST or Xxxxxx, as the case may be, elects to assume the defense Upon receipt of notification of a Third Party Claim, the Indemnified Indemnifying Party will (i) cooperate shall be entitled, upon written notice to the Indemnitee, to assume the investigation and defense thereof; provided, however, that the Indemnifying Party shall not have the right to control the defense unless and until the Indemnifying Party agrees in all reasonable respects with WEST or Xxxxxx, as writing to indemnify the case may be, in connection with such defense and (ii) not admit any liability Indemnitee with respect to, or settle, compromise or discharge, to such Third Party Claim without WEST’s Claim, subject to the applicable limitations set forth herein. Whether or Xxxxxx’, as not the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall Indemnifying Party elects to assume the investigation and defense of any Third Party Claim, the Indemnified Party Indemnitee shall be entitled have the right to employ separate counsel and to participate in the investigation and defense thereof; provided, however, that the Indemnitee shall pay the fees and disbursements of such separate counsel unless (but not controli) the employment of such defense with its own separate counsel at its own expense. If WEST or Xxxxxxhas been specifically authorized in writing by the Indemnifying Party, as (ii) the case may be, does not Indemnifying Party has failed to assume the defense of such Third Party Claim within a reasonable time after receipt of notice thereof, or (iii) the named parties to the proceeding in which such claim, demand, action or cause of action has been asserted include both the Indemnifying Party and such Indemnitee and, in the reasonable judgment of counsel to such Indemnitee, there exists one or more defenses that may be available to the Indemnitee that are not available to or are in conflict with those available to the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be liable for the fees and disbursements of more than one counsel for all Indemnified Parties in connection with any one proceeding or any similar or related proceedings arising from the same general allegations or circumstances. Without the prior written consent of the Indemnitee, the Indemnifying Party will not enter into any settlement of any Third Party Claim that would lead to liability or create any financial or other obligation on the part of the Indemnitee unless such settlement includes as an unconditional term thereof the release of the Indemnitee from all liability in respect of such Third Party Claim. If a settlement offer solely for money damages is made by the applicable third party claimant (which offer provides for a full and unconditional release of the Indemnitee), and the Indemnifying Party notifies the Indemnitee in writing of the Indemnifying Party’s willingness to accept the settlement offer and pay the amount called for by such offer without reservation of any rights or defenses against the Indemnitee, the Indemnified Indemnitee may continue to contest such claim, free of any participation by the Indemnifying Party, and the amount of any ultimate liability with respect to such Third Party may defend Claim that the same in Indemnifying Party has an obligation to pay hereunder shall be limited to the lesser of (A) the amount of the settlement offer that the Indemnitee declined to accept plus the Indemnifiable Losses of the Indemnitee relating to such manner as it may deem appropriate, including settling Third Party Claim through the date of its rejection of the settlement offer or (B) the aggregate Indemnifiable Losses of the Indemnitee with respect to such claim or litigation after giving notice to WEST or Xxxxxx, as the case may be, of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written requestclaim.

Defense of Claims. The Indemnifying Parties shall be entitled to assume and control the defense of any Third Party Claim through counsel of its choice (such counsel to be reasonably acceptable to the Indemnified Party) if (i) it gives notice of its intention to do so to the Indemnified Party within 30 days of receiving notice of the Third Party Claim, (ii) the Indemnifying Parties have sufficient financial resources, in the reasonable judgment of the Indemnified Party, to satisfy the amount of any adverse monetary judgment that is reasonably likely to result; (iii) the Third Party Claim solely seeks (and continues to seek) monetary damages; (iv) the Third Party Claim does not include criminal charges and (v) the Third Party Claim were to be decided adversely to the Indemnifying Party, such a decision could reasonably be expected to result in Losses for which the Indemnifying Party would be responsible for a greater portion of the Losses related to such Third Party Claim than the Indemnified Party. If the Indemnifying Parties do not assume the defense of a Third Party Claim in accordance with this Section 9.4(c), the Parent Indemnified Party may continue to defend the Third Party Claim. The Parent Indemnified Party shall cooperate with the Indemnifying Parties in such defense and make available to the Indemnifying Parties, at the Indemnifying Parties’ expense, all witnesses, pertinent records, materials and information in the Parent Indemnified Party’s possession or under the Parent Indemnified Party’s control relating thereto as is made against an reasonably requested by the Indemnifying Parties. Except with the written consent of the Parent Indemnified Party, (a) WEST or Xxxxxxthe Indemnifying Parties shall not, as the case may be, will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should WEST or Xxxxxx, as the case may be, so elect to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, will not be liable consent to the entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving to the Parent Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, elects to assume the defense third party of a Third Party Claim, the Indemnified Party will (i) cooperate in release from all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) not admit any liability with respect toto such suit, claim, action, or settleproceeding, compromise unless there is no finding or dischargeadmission of (A) any violation of law by the Parent Indemnified Party (or any affiliate thereof), such Third (B) any liability on the part of the Parent Indemnified Party Claim without WEST’s (or Xxxxxx’, as any affiliate thereof) or (C) any violation of the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume the defense rights of any Third Party Claim, person and no effect on any other claims of a similar nature that may be made by the same third party against the Parent Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to WEST or Xxxxxx, as the case may be, of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written requestaffiliate thereof).

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) WEST or Xxxxxx, as the case may be, will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by If the Indemnifying Party notify the Indemnified Party and (ii) WEST or Xxxxxx, as that the case may be, first admits in writing its liability Indemnifying Party desires to indemnify defend the Indemnified Party with respect to all elements of such claim in full. Should WEST or Xxxxxx, as the case may be, so elect to assume the defense of a Third Party ClaimClaim pursuant to this Section 11.3(b), WEST or Xxxxxx, as then the case may be, will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Indemnifying Party will (i) cooperate in all reasonable respects with WEST or Xxxxxxhave the right to defend, as at the case may be, in connection with such defense sole cost and (ii) not admit any liability with respect to, or settle, compromise or dischargeexpense of the Indemnifying Party, such Third Party Claim without WEST’s by all appropriate proceedings, which proceedings will be vigorously and diligently prosecuted by the Indemnifying Party to a final conclusion or Xxxxxx’will be settled at the discretion of the Indemnifying Party (but only with the consent of the Indemnified Party, as which consent will not be unreasonably withheld in the case of any settlement that provides only for the payment of monetary damages as to which the Indemnified Party will be indemnified in full). The Indemnifying Party will have full control of such defense and proceedings, including (except as provided in the immediately preceding sentence) any settlement thereof; provided, however, that the Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the Indemnifying Party assumption of the defense, file any motion, answer or other pleadings or take any other action that the Indemnified Party reasonably believes to be necessary or appropriate to protect their respective interests; and provided, further, that if requested by the Indemnifying Party, the Indemnified Party will, at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnifying Party and their counsel in contesting any Third Party Claim that the Indemnifying Party reasonably elect to contest, or, if appropriate and related to the Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person (other than the Indemnified Party or any of its Affiliates). The Indemnified Party may beretain separate counsel to represent them in, prior written consent. If WEST but not control, any defense or Xxxxxx, as the case may be, shall assume the defense settlement of any Third Party ClaimClaim controlled by the Indemnifying Party pursuant to this clause (i), and the Indemnified Party shall will bear their own costs and expenses with respect to such separate counsel except as provided in the preceding sentence and except that the Indemnifying Party will pay the costs and expenses of such separate counsel if in the Indemnified Party’s good faith judgment, it is advisable, based on advice of counsel, for the Indemnified Party to be entitled to participate in (but not control) such defense with its own represented by separate counsel at its own expensebecause a conflict or potential conflict exists between the Indemnifying Party, on the one hand, and the Indemnified Party, on the other hand, which makes representation of all parties inappropriate under applicable standards of professional conduct. If WEST or Xxxxxx, as Notwithstanding the case may be, does not assume the defense of any such Third Party Claimforegoing, the Indemnified Party may defend retain or take over the same in such manner as it may deem appropriate, including settling such claim control of the defense or litigation after giving notice settlement of any Third Party Claim the defense of which the Indemnifying Party have elected to WEST or Xxxxxx, as the case may be, of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse control if the Indemnified Party upon written request.irrevocably waive their right to indemnity under this Section 11.3 with respect to such Third Party Claim. 45

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) WEST or Xxxxxx, as the case may be, will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the An Indemnified Party and shall give the Indemnifying Party written notice of any action, claim, suit or demand (iia "Claim") WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify the of which such Indemnified Party has knowledge and as to which it may request indemnification hereunder, within sixty (60) days of such determination, stating the amount of the Loss, if known, method of computation thereof, and in reasonable detail the factual basis of such Claim with a reference to the provisions of this Agreement in respect of which such right of indemnification is claimed or arises. The obligations and Liabilities of the Indemnifying Party under this Article VIII with respect to all elements Losses arising from claims of such claim any third party that are subject to the indemnification provided for in full. Should WEST or Xxxxxx, as the case may be, so elect to assume the defense of a this Article VIII ("Third Party Claim, WEST or Xxxxxx, as Claims") shall be governed by and be contingent upon the case may be, will not be liable to the following additional terms and conditions: if an Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume the defense receive notice of any Third Party Claim, the Indemnified Party shall give the Indemnifying Party written notice of such Third Party Claim within thirty (30) days of the receipt by the Indemnified Party of notice of such Third Party Claim; provided, however, that the failure to provide such notice to the Indemnifying Party shall not release the Indemnifying Party from any of its obligations under this Article VIII except to the extent that the Indemnifying Party is materially prejudiced by such failure and shall not relieve the Indemnifying Party from any other obligation or Liability that it may have to any Indemnified Party otherwise than under this Article VIII. If the Indemnifying Party acknowledges in writing its obligation to indemnify the Indemnified Party hereunder against any Losses that may result from such Third Party Claim, then the Indemnifying Party shall be entitled to assume and control the defense of such Third Party Claim at its expense and through counsel of its choice if it gives notice of its intention to do so to the Indemnified Party within ten (10) days of the receipt of such notice from the Indemnified Party; provided, however, if such Claim seeks an injunction or other equitable relief against the Indemnified Party, subject to the last sentence of this Section 8.3, the Indemnified Party shall have the right to participate in (but not control) and jointly control the defense of any portion of such defense with Claim and to retain its own counsel in each jurisdiction for which the Indemnified Party determines counsel is required, which counsel shall be reasonably acceptable to the Indemnifying Party, at its own the expense of the Indemnifying Party. In the event that the Indemnifying Party exercises the right to undertake any such defense against any such Third Party Claim as provided above, the Indemnified Party shall cooperate with the Indemnifying Party in such defense and make available to the Indemnifying Party, at the Indemnifying Party's expense, all witnesses, pertinent records, materials and information in the Indemnified Party's possession or under the Indemnified Party's control relating thereto as is reasonably required by the Indemnifying Party. If WEST Similarly, in the event the Indemnified Party is, directly or Xxxxxxindirectly, as the case may be, does not assume conducting the defense of against any such Third Party Claim, the Indemnifying Party shall cooperate with the Indemnified Party in such defense and make available to the Indemnified Party, at the Indemnifying Party's expense, all such witnesses, records, materials and information in the Indemnifying Party's possession or under the Indemnifying Party's control relating thereto as is reasonably required by the Indemnified Party. If the Indemnifying Party elects and is entitled to compromise or defend such Claim, it shall within thirty (30) days (or sooner, if the nature of the Claim so requires) notify the Indemnified Party of its intent to do so. The Indemnified Party shall have the right to employ separate counsel in any such Claim and participate in the defense thereof, but the fees and expenses of such counsel shall be at the expense of the Indemnified Party unless (i) the Indemnifying Party shall fail to assume the defense of such Claim as provided herein or (ii) the Indemnified Party shall have been advised by such counsel that there is or is likely to develop a conflict of interest for counsel in representing both the indemnifying party and the indemnified party with respect to such Claim in which case the fees and expenses of counsel shall be borne by the Indemnifying Party. If the Indemnifying Party elects not to compromise or defend such Claim or fails to notify the Indemnified Party of its election as herein provided, the Indemnified Party may pay, compromise or defend such Claim at the same Indemnifying Party's expense, subject to the limitations set forth in this Article VIII. Except as set forth in the immediately preceding sentence, the Indemnifying Party shall have no indemnification obligations with respect to any such manner as it may deem appropriate, including settling such claim or litigation after giving notice to WEST or Xxxxxx, as the case may be, of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse Claim which shall be settled by the Indemnified Party upon without the prior written requestconsent of the Indemnifying Party (which consent shall not be unreasonably withheld or delayed). The Indemnifying Party's right to direct the defense, if applicable, shall include the right to compromise or enter into an agreement settling any Claim by a third party; provided, that no such compromise or settlement shall be entered into without the prior written consent of the Indemnified Party (which may be withheld in its sole discretion /unreasonably withheld) (i) if such compromise or settlement provides for injunctive or other nonmonetary or equitable relief affecting the Indemnified Party or (ii) if such compromise or settlement does not include as an unconditional term thereof the giving by each claimant or plaintiff to such Indemnified Party of a general release from any and all liability with respect to such Claim. Notwithstanding the foregoing, in the event that the Indemnified Party withholds its consent to a settlement proposal that involves nothing other than the payment of monetary damages for which the Indemnifying Party will be responsible, the Indemnified Party shall indemnify and hold harmless the Indemnifying Party against any Losses suffered by the Indemnifying Party as a result of the Indemnified Party's withholding of its consent to such settlement proposal. The Indemnifying Party will make promptly any payment required to be made by it to the Indemnified Party under this Article VIII.

Defense of Claims. If a Third Party Claim is made against an party hereto seeks indemnification under this Article 10, such party (the "Indemnified Party") shall give written notice to the other party (the "Indemnifying Party") after receiving written notice of any action, lawsuit, proceeding, investigation or other claim against it (aif by a third party) WEST or Xxxxxxdiscovering the liability, as obligation or facts giving rise to such claim for indemnification, describing the case may beclaim, will the amount thereof (if known and quantifiable), and the basis thereof; provided that the failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its or his obligations hereunder except to the extent such failure shall have prejudiced the Indemnifying Party. In that regard, if any action, lawsuit, proceeding, investigation or other claim shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Party to indemnity pursuant to this Article 10, the Indemnified Party shall promptly notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto and the Indemnifying Party shall be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such action, lawsuit, proceeding, investigation or other claim in full. Should WEST or Xxxxxx, as the case may be, so elect to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, will not be liable giving rise to the Indemnified Party Party's claim for any legal expenses subsequently incurred by indemnification at its expense, and at its option (subject to the Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (ilimitations set forth below) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) appoint lead counsel of such defense with its own reputable counsel at its own expense. If WEST or Xxxxxxreasonably acceptable to the Indemnified Party; provided that, as a condition precedent to the case may be, does not Indemnifying Party's right to assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to WEST or Xxxxxx, as the case may be, control of such terms anddefense, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written request.it must first:

Defense of Claims. If a Third The Indemnifying Party Claim is made against an Indemnified Party, (a) WEST or Xxxxxx, as the case may be, will be entitled elect to participate in assume and control the defense thereof andof any Claim, (b) if it so chooses, including the employment of counsel reasonably satisfactory to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and the payment of expenses related thereto, if (iia) WEST or Xxxxxx, as the case may be, first admits in writing Indemnifying Party acknowledges its liability obligation to indemnify the Indemnified Party with respect for any Losses resulting from such Claim and provides reasonable evidence to all elements the Indemnified Party of its financial ability to satisfy such obligation, and (b) the Claim does not seek to impose any material liability or obligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Claim, then (i) the Indemnifying Party will not be liable for any settlement of such claim Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may settle such Claim without the consent of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in full. Should WEST or Xxxxxxthe defense thereof, as but the case may be, so elect Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to assume the defense of such Claim or to employ counsel with respect thereto or (B) a Third Party Claim, WEST or Xxxxxx, as conflict of interest exists between the case may be, will not be liable to interests of the Indemnified Party for any legal and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses subsequently incurred of such separate counsel will be paid by the Indemnified Party in connection with the defense thereofIndemnifying Party. If WEST or Xxxxxx, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) conditions are not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, does not assume the defense of any such Third Party Claimsatisfied, the Indemnified Party may defend assume and control the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to WEST or Xxxxxx, as defense of the case may be, of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse Claim; provided that the Indemnified Party upon written requestmay not settle any such Claim without the consent of the Indemnifying Party, which consent will not be unreasonably withheld; and further provided that the Indemnifying Party is given a reasonable opportunity to participate in such defense (at the Indemnifying Party's expense).

Defense of Claims. If After receipt of an Indemnification Claim or other notice to the Indemnifying Party of a Third claim, including a third-party claim, hereunder, the Indemnifying Party Claim is made against an shall be entitled, if it so elects and upon written notice to the Indemnified Party, (a) WEST to take control of the investigation, defense, settlement, negotiation, trial or Xxxxxxother resolution of a claim or the remediation of any condition or event which otherwise entitles the Indemnitees to the benefit of any indemnity hereunder, as and to employ and engage attorneys of its own choice reasonably satisfactory to the Indemnified Party to handle and defend the claim, or in the case may beof a condition or event, will to employ such persons and to take such actions as it deems necessary to remediate such condition or event, at the Indemnifying Party's cost, risk and expense. If requested by the Indemnifying Party, the Indemnified Parties agree to cooperate with the Indemnifying Party and its counsel in contesting any claim which the Indemnifying Party elects to contest, including the making of any related counterclaim against the person asserting the third-party claim or any cross-complaint against any person or providing testimony or statements in connection therewith; provided, however, that if the Indemnified Party reasonably concludes that the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such action, suit or proceeding, the reasonable fees and expenses of counsel to the Indemnified Party shall be entitled to participate in considered "Losses" for purposes of this Article 10 of the Agreement. The Indemnifying Party controlling any defense shall keep the Indemnified Party reasonably apprised of the status of such action, suit or proceeding and the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected and shall consider in good faith recommendations made by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify the Indemnified Party with respect thereto. Unless the Indemnifying Party obtains and delivers to all elements the Indemnified Party a duly executed and legally binding complete release of such Indemnified Party, the Indemnifying Party shall not agree to any settlement of any third party claim in fullwithout the prior written consent of the Indemnified Party, which shall not be unreasonably withheld. Should WEST If the Representative or Xxxxxx, as the case may be, so elect to Indemnifying Party does not or cannot 37 assume control of the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume the defense of any Third Party Claimthird party claim, the Indemnified Party shall be entitled control such defense, and the fees and expenses of counsel to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to WEST or Xxxxxx, as the case may be, and other out-of-pocket expenses of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon shall be "Losses" for purposes of this Article 10. In the event that an Indemnified Party settles any claim without the prior written requestconsent of the Indemnifying Party, which shall not be unreasonably withheld, the Indemnifying Party shall have no indemnification obligation with regard to the settlement of such claim under this Article 10.

Defense of Claims. If In connection with any claim that may give rise to indemnity under this ARTICLE X resulting from or arising out of any action, suit, proceeding or arbitration against an Indemnitee by a Person that is not a party hereto (a "Third Party Claim is made against an Indemnified Claim"), the Indemnifying Party (through the Representative if the Sellers are the Indemnifying Party, (a) WEST or Xxxxxx, as the case may be, will shall be entitled to participate participate, at its sole expense, in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST the Indemnifying Party. If the Indemnifying Party assumes such defense, the Indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense; provided, however, that the Indemnitee shall be entitled to participate in such defense with separate counsel at the expense of the Indemnifying Party if (i) so requested by the Indemnifying Party to participate or Xxxxxx(ii) in the reasonable opinion of counsel to the Indemnitee, as a conflict or potential conflict exists between the case may beIndemnitee and the Indemnifying Party that would make such representation advisable; provided further, provided that the Indemnifying Party shall not be required to pay for more than one such counsel for all Indemnitees in connection with any Third Party Claim. If the Indemnitee participates in the defense of any Third Party Claim, then the Indemnifying Party shall reimburse the Indemnitee for the expenses of defending such assumption (i) such Third Party Claim upon submission of periodic bills. The Indemnifying Party shall be liable for the fees and expenses of counsel is not reasonably objected to employed by the Indemnified Indemnitee for any period during which the Indemnifying Party and has not assumed the defense thereof (ii) WEST other than during any period in which the Indemnitee shall have failed to give notice of the Third Party Claim as provided above). The Parties agree to cooperate fully with each other in the defense or Xxxxxx, as prosecution of any Third Party Claim. Whether or not the case may be, first admits in writing its liability to indemnify the Indemnified Indemnifying Party with respect to all elements of such claim in full. Should WEST or Xxxxxx, as the case may be, so elect to assume assumes the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) not no Indemnitee shall admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s the Indemnifying Party's prior written consent (which consent shall not be unreasonably withheld). The Indemnifying Party shall obtain the consent of any affected Indemnitee (which consent shall not be unreasonably withheld) before entering into any settlement, adjustment or Xxxxxx’compromise of such claims or ceasing to defend against such claims, if as a result thereof, or pursuant thereto, (i) there would be imposed on such Indemnitee any material liability or obligation not covered by the Escrow Amount (including, without limitation, any injunctive relief or other similar remedy), or (ii) in the case may beof a settlement of a claim arising by virtue of a breach of any representation or warranty in Section 4.11, prior written consentsettlement of such claim would result in adverse tax consequences to the Surviving Corporation in taxable periods subsequent to the Closing Date. If WEST the Indemnifying Party fails to defend or Xxxxxxif, as after commencing or undertaking any such defense, the case may beIndemnifying Party fails to prosecute or withdraws from such defense, the Indemnitee shall assume have the right to undertake the defense of or settlement thereof, at the Indemnifying Party's expense. In connection with any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If WEST Indemnitee or Xxxxxxthe Indemnifying Party, as the case may be, does not assume if it has assumed the defense of any such claim pursuant to this Section 10.04, shall diligently pursue the defense of such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to WEST or Xxxxxx, as the case may be, of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written request.

Defense of Claims. If the Claimant shall notify the Indemnifying Party of any claim or demand pursuant to SECTION 12.01, and if such claim or demand relates to a Third claim or demand asserted by a third party against the Claimant which the Indemnifying Party Claim acknowledges is made a claim or demand for which it must indemnify or hold harmless the Claimant under SECTION 12.01, the Indemnifying Party shall have the right to employ counsel reasonably acceptable to the Claimant to defend any such claim or demand asserted against an Indemnified Party, (a) WEST or Xxxxxx, the Claimant for so long as the case may be, will be entitled Indemnifying Party shall continue in good faith to diligently defend against such action or claim. The Claimant shall have the right to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of any such claim in full. Should WEST or Xxxxxx, as the case may be, so elect to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel demand at its own expense. If WEST or XxxxxxThe Indemnifying Party shall notify the Claimant in writing, as promptly as possible (but in any case, at least five Business Days before the case may be, does not assume due date for the defense answer or response to a claim) after the date of the notice of claim given by the Claimant to the Indemnifying Party under SECTION 12.03 of its election to defend in good faith any such Third third party claim or demand. So long as the Indemnifying Party Claim, the Indemnified Party may defend the same is defending in such manner as it may deem appropriate, including settling good faith any such claim or litigation after giving notice demand asserted by a third party against the Claimant, the Claimant shall not settle or compromise such claim or demand without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld, and the Claimant shall make available to WEST the Indemnifying Party or Xxxxxxits agents all records and other material in the Claimant's possession, as custody or control reasonably required by it for its use in contesting any third party claim or demand. In the case may beevent the Indemnifying Party elects not to defend such claim or action or if the Indemnifying Party elects to defend such claim or action but fails to diligently defend such claim or action in good faith, the Claimant shall have the right to settle or compromise such claim or action without the consent of the Indemnifying Party, except that the Claimant shall not settle or compromise any such terms andclaim or demand, WEST or Xxxxxx, as unless the case may be, will promptly reimburse the Indemnified Indemnifying Party upon written requestis given a full and complete release of any and all liability by all relevant parties relating thereto.

Defense of Claims. If With respect to a Third Party Claim, if after receipt of the Claim is made against an Notice the Indemnifying Party acknowledges in writing to the Indemnified Party, (a) WEST or Xxxxxx, as Party that the case may be, will Indemnifying Party shall be entitled to participate in obligated under the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that terms of its indemnity hereunder in connection with such assumption lawsuit or action, the Indemnifying Party shall be entitled, if it so elects at its own cost, risk and expense, (i) to take control of the defense and investigation of such counsel is not Action, (ii) to employ and engage attorneys of its own choice, but, in any event, reasonably objected acceptable to by the Indemnified Party, to handle and defend the same unless the named parties to such Action (including any impleaded parties) include both the Indemnifying Party and the Indemnified Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify the Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, in which event the Indemnified Party shall be entitled, at the Indemnifying Party's cost, risk and expense, to separate counsel of its own choosing, and (iii) to compromise or settle such Action, which compromise or settlement shall be made only with respect the written consent of the Indemnified Party, such consent not to all elements of such claim in fullbe unreasonably withheld. Should WEST or Xxxxxx, as If the case may be, so elect Indemnifying Party fails to assume the defense of a Third Party Claimsuch Claim within 15 calendar days after receipt of the Claim Notice, WEST or Xxxxxx, as the case may be, will not be liable to the Indemnified Party against which such Claim has been asserted will (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake, at the Indemnifying Party's cost and expense, the defense, compromise or settlement of such Claim on behalf of and for any legal expenses subsequently incurred by the account and risk of the Indemnifying Party. If the Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, elects to assume assumes the defense of a Third Party the Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as keep the case may be, in connection with Indemnifying Party reasonably informed of the progress of any such defense and (ii) not admit any liability with respect to, or settledefense, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consentsettlement. If WEST or Xxxxxx, as the case may be, shall assume the defense of any Third Party Claim, the Indemnified The Indemnifying Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, does not assume the defense liable for any settlement of any such Third Action effected pursuant to and in accordance with this Section 10(e) and for any final judgment (subject to any right of appeal) and the Indemnifying Party Claim, the agrees to indemnify and hold harmless an Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to WEST or Xxxxxx, as the case may be, from and against any Damages by reason of such terms and, WEST settlement or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written requestjudgment.

Defense of Claims. If As promptly as practicable after its discovery of grounds for a Third claim for indemnification hereunder, the applicable Buyer Indemnified Party Claim is made against or Seller Indemnified Party (for the purposes of this Section 6.3, each, an “Indemnified Party, (a”) WEST shall deliver a written claim for indemnification to Sellers’ Representative or XxxxxxBuyer, as applicable (an “Indemnifying Party”), specifying in reasonable detail the case may be, will be entitled to participate in the defense thereof basis therefor and, (b) if it so choosesknown, to assume the defense thereof with counsel selected by WEST amount, or Xxxxxxan estimate of the amount, as of the case may beLosses arising therefrom. Thereafter, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party shall promptly provide to the Indemnifying Party all information and (ii) WEST documentation reasonably available to it to support and verify such claim; provided, however, if such claim involves or Xxxxxxotherwise requires the disclosure of trade secrets or other confidentially proprietary information of the Indemnified Party to a third party, as the case may beIndemnifying Party will seek and obtain, first admits in writing at its liability own expense, a protective order which is reasonably acceptable to indemnify the Indemnified Party with respect to all elements such trade secrets or other confidential proprietary information. The failure of any Indemnified Party to comply with the prior two sentences shall not relieve the applicable Indemnifying Party from any liability under this ARTICLE 6 with respect to such matter, except to the extent the Indemnifying Party is actually prejudiced by such failure to comply. If the facts giving rise to a claim for indemnification hereunder arise out of the claim of any third party, the Indemnifying Party may, at its option, assume the defense thereof, with counsel reasonably satisfactory to the Indemnified Party, at its sole cost and expense, so long as (i) the Indemnifying Party gives written notice to the Indemnified Party within fifteen (15) days after the Indemnified Party has provided the Indemnifying Party with notice of such third party claim that the Indemnifying Party will indemnify the Indemnified Party from and against the entirety of any and all Losses the Indemnified Party may suffer from, arising out of the third party claim, (ii) such claim involves only money damages and does not seek an order, injunction or other equitable relief against any Indemnified Party, (iii) the Indemnified Party shall have reasonably concluded that there is not a conflict of interest between the Indemnified Party and the Indemnifying Party in the defense of such claim, (iv) the Indemnifying Party conducts defense of the third party claim in full. Should WEST a reasonably active and diligent manner, (v) if such claim is asserted directly or Xxxxxxindirectly by or on behalf a person that is a current or prospective customer of Company or Buyer of any of its Affiliates, as the case Indemnified Party, in its reasonable judgment, has not determined that the Indemnifying Party’s defense thereof could reasonably be expected to have a material and adverse effect on the Indemnified Party’s (or Buyer’s or any of its Affiliates’ or Company’s) existing or prospective relationship with such current or prospective customer, (vi) if such claim is subject to the limitations set forth in Section 6.1(e), such claim asserts an amount of Losses which, when taken together with all amounts paid for resolved indemnification claims that are subject to the limitations set forth in Section 6.1(e) with all amounts the maximum aggregate amount of Losses alleged in all other unresolved indemnification claims that are subject to the limitations set forth in Section 6.1(e), does not exceed the Cap, (vii) the Indemnified Party has not reasonably concluded that there may bebe one or more legal defenses available to such Indemnified Party or other Indemnified Parties that are not available to the Indemnifying Party and (viii) such claim does not involve matters arising under Environmental Law and relating to any Facilities; provided, so elect to assume notwithstanding the Indemnifying Party’s assumption of the defense of a Third claim pursuant to the foregoing, the Indemnified Party Claim, WEST or Xxxxxx, shall have the right to participate in the defense of any claim with counsel selected by the Indemnified Party subject to the Indemnifying Party’s right to direct the defense (the fees and disbursements of such counsel in such circumstances shall be at the expense of the Indemnified Party). After any assumption of the defense of any claim by the Indemnifying Party and only for so long as the case may beconditions set forth in subclauses (i) through (viii) of the immediately prior sentence with respect to such claim remain satisfied, will it shall not be liable to the any Indemnified Party for any legal expenses subsequently incurred by the any Indemnified Party in connection with the defense thereofor prosecution thereof other than reasonable costs of investigation and any costs incurred in the course of such defense. If WEST or Xxxxxx, The Indemnified Party and the Indemnifying Party shall each fully cooperate as reasonably requested by the case may be, elects to assume other in the defense thereof and shall furnish such records and information and attend such proceedings as may be reasonably requested in connection herewith. The Indemnifying Party shall not settle any indemnifiable claim or demand without the prior written consent of the Indemnified Party, unless the settlement (i) will be fully satisfied by payment of money by the Indemnifying Party, (ii) does not involve Taxes that would affect Buyer in a Third Party Claimpost-Closing period, (iii) results in the full and general release of the Indemnified Parties from all liabilities relating to the claim, (iv) involves no finding or admission of any violation of Law or the rights of any person on the part of any Indemnified Party, (v) does not require the modification by the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxxof any business practice, as the case may be, in connection with such defense and (iivi) not admit any liability with respect tocontains as an unconditional term thereof the delivery by the claimant or plaintiff, or settleif applicable, compromise or discharge, such Third to the Indemnifying Party Claim without WEST’s or Xxxxxx’, as the case may be, prior of a written consent. If WEST or Xxxxxx, as the case may be, shall assume the defense release of any Third Party Claim, the Indemnified Party shall be entitled from all liabilities relating to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to WEST or Xxxxxx, as the case may be, of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written requestapplicable claim.

Defense of Claims. If Other than for Tax Contest Claims, which shall be governed by Section 9.8, if a Third Party claim for Losses (a “Claim”) is to be made by an indemnified party, such indemnified party shall give written notice (a “Claim is made against an Indemnified Party, (aNotice”) WEST or Xxxxxx, as the case may be, will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected the Holder Representative in the case of indemnification pursuant to by the Indemnified Party Section 9.2(a) and (ii) WEST or Xxxxxx, the Acquiror in the case of indemnification pursuant to Section 9.2(b) (the recipient of such notice referred to below as the “indemnifying party”), in either case may be, first admits in writing its liability as soon as practicable after such indemnified party becomes aware of any Losses for which it intends to indemnify the Indemnified Party seek indemnification under this ARTICLE IX. If any lawsuit or other action is filed or instituted against any indemnified party with respect to all elements a matter subject to indemnity hereunder (a “Third-Party Claim”), notice thereof (a “Third Party Notice”) shall be given to the indemnifying party as promptly as practicable (and in any event within fifteen (15) calendar days after the service of such claim in fullthe citation or summons). Should WEST or XxxxxxThe failure of any indemnified party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent the indemnifying party has actually been prejudiced as the case may be, so elect to assume the defense a result. After receipt of a Third Party ClaimNotice, WEST or Xxxxxxthe indemnifying party shall be entitled, as the case may beif it so elects, will not be liable (i) to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with take control of the defense thereof. If WEST or Xxxxxx, as the case may be, elects to assume the defense and investigation of a such Third Party Claim, (ii) to employ and engage attorneys of its own choice to handle and defend the Indemnified Third Party will Claim, at the indemnifying party’s cost, risk and expense, and (iiii) to compromise or settle such Third Party Claim; provided, however, without the consent of Acquiror, such consent not to be unreasonably withheld, delayed or denied, the indemnifying party shall not settle or compromise any claim, if such settlement or compromise involves any admission of liability or is otherwise materially adverse to Acquiror or any of its Subsidiaries or Affiliates (other than the payment of amounts paid by the indemnifying party in accordance with this Agreement). The indemnified party shall, and shall cause its Affiliates to, cooperate in all reasonable respects with WEST the indemnifying party and such attorneys in the investigation, trial and defense of such lawsuit or Xxxxxxaction and any appeal arising therefrom for which the indemnifying party has assumed the defense; and the indemnified party may, as at its own cost, participate in the case may beinvestigation, trial and defense of such lawsuit or action and any appeal arising therefrom. The parties shall also cooperate with each other in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consentnotifications to insurers. If WEST or Xxxxxx, as the case may be, shall indemnifying party fails to assume the defense of any such claim within 20 calendar days after receipt of the Third Party ClaimNotice, the Indemnified Party indemnified party against which such claim has been asserted will (upon delivering notice to such effect to the indemnifying party) have the right to undertake the defense, compromise or settlement of such claim and the indemnifying party shall be entitled have the right to participate in (but not control) such defense with its own counsel therein at its own expensecost; provided, however, that such claim shall not be compromised or settled without the written consent of the indemnifying party, which consent shall not be unreasonably withheld, conditioned or delayed. If WEST or Xxxxxx, as In the case may be, does not assume event the indemnified party assumes the defense of the claim, the indemnified party will keep the indemnifying party informed (including, as necessary, updates from counsel) of the progress of any such Third Party Claimdefense, the Indemnified Party may defend the same in compromise or settlement, when and as reasonably requested by such manner as it may deem appropriate, including settling such claim or litigation after giving notice to WEST or Xxxxxx, as the case may be, of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written requestindemnifying party.

Defense of Claims. If a Third The Indemnified Party Claim is made against an Indemnified Party, (a) WEST or Xxxxxx, as the case may be, will be entitled to participate in initially undertake the defense thereof and, of any third party Loss Claim (bat the expense of the Indemnifying Party) if it so chooses, to assume until the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Indemnifying Party and (ii) WEST or Xxxxxx, as the case may be, first admits has acknowledged in writing its liability to indemnify that the Indemnifying Party is indemnifying the Indemnified Party with respect to all elements of such claim in full. Should WEST Loss Claim, whether or Xxxxxxnot involving litigation, as at which point the case may be, so elect Indemnifying Party will be entitled to assume the defense of a Third Party such Loss Claim, WEST or Xxxxxx, as the case may be, will not be liable to ; provided that the Indemnified Party for may at any legal expenses subsequently incurred time, at its election, participate (including through representation by attorneys of its own) in such defense; provided that such participation shall be at the Indemnified Party's own expense unless the named parties to such Loss Claim (including any impleaded parties), including both the Indemnified Party and the Indemnifying Party, shall have been advised by counsel that there are one or more legal defenses available to it which are different from or additional to those available to the Indemnifying Party, it being understood, however, that in such case the Indemnifying Party shall not, in connection with any one such action or separate but substantially similar or related actions in the defense thereofsame jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys. If WEST or Xxxxxx, as At the case may be, elects to assume the defense of a Third Party ClaimIndemnifying Party's reasonable request, the Indemnified Party will (i) cooperate with the Indemnifying Party in all the preparation of such defense if the Indemnifying Party reimburses the Indemnified Party for the reasonable respects with WEST or Xxxxxx, as the case may be, expenses incurred in connection with such defense and (ii) request. The Indemnifying Party shall not admit settle any liability with respect to, or settle, compromise or discharge, such Third Party Loss Claim for consideration other than money without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume the defense consent of any Third Party Claim, the Indemnified Party and the Indemnifying Party shall not, without the prior written consent of the Indemnified Party, settle or compromise any claim or consent to the entry of any judgment that does not include as an unconditional term thereof the giving by the claimant or plaintiff to the Indemnified Party of a release from all Liability in respect of such Loss Claim. The Indemnified Party shall not settle any Loss Claim so long as the Indemnifying Party is reasonably contesting any such Loss Claim in good faith. The party contesting or defending a third party Loss Claim shall afford to the other party and its counsel an opportunity to be entitled present, and to participate in (but not control) such defense conferences with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriateall persons, including settling governmental authorities, asserting such claim claims and conferences with representatives or litigation after giving notice to WEST or Xxxxxx, as the case may be, of counsel for such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written requestpersons.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) WEST If any Indemnitee receives notice of the assertion of any claim or Xxxxxx, as of the case may be, will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected commencement of any action or proceeding by WEST any Person or Xxxxxx, as the case may be, provided Governmental Entity that in connection with such assumption (i) such counsel is not a party to this Agreement (a "Third Party Claim") against such Indemnitee, with respect to which an Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnitee will give such Indemnifying Party reasonably objected prompt written notice thereof, but in any event not later than 20 calendar days after receipt of notice of such Third Party Claim; provided, however, that the failure of the Indemnitee to by notify the Indemnified Indemnifying Party and (ii) WEST or Xxxxxx, as shall only relieve the case may be, first admits in writing Indemnifying Party from its liability obligation to indemnify the Indemnified Party with respect Indemnitee pursuant to all elements of such claim in full. Should WEST or Xxxxxx, as the case may be, so elect to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, will not be liable this Article XIII to the Indemnified extent that the Indemnifying Party for any legal expenses subsequently incurred is materially prejudiced by such failure (whether as a result of the Indemnified Party in connection with the defense thereofforfeiture of substantive rights or defenses or otherwise). If WEST or Xxxxxx, as the case may be, elects to assume the defense Upon receipt of notification of a Third Party Claim, the Indemnified Indemnifying Party will shall be entitled, upon written notice to the Indemnitee, to assume the investigation and defense thereof if such Indemnifying Party delivers a written agreement in form and substance satisfactory to the Indemnitee agreeing to indemnify the Indemnifying Party with respect to such Third Party Claim; provided that notwithstanding anything herein to the contrary, the Indemnifying Party shall have no right to assume or continue the defense of any Third Party Claim (and the Indemnitee shall have the exclusive right to defend it) if (i) cooperate in all reasonable respects with WEST the Indemnitee reasonably determines that the Indemnifying Party does not have sufficient financial resources to defend or Xxxxxxdischarge such Third Party Claim, as the case may be, in connection with such defense and (ii) not admit any liability with respect toif a conflict of interest is presented for the Indemnifying Party from defense of the Third Party Claim, or settle, compromise or discharge, (iii) the Indemnifying Party is not vigorously defending such Third Party Claim without WEST’s or Xxxxxx’Claim, as reasonably determined by the case may be, prior written consentIndemnitee. If WEST Whether or Xxxxxx, as not the case may be, shall Indemnifying Party elects to assume the investigation and defense of any Third Party Claim, the Indemnified Party Indemnitee shall be entitled have the right to employ one separate counsel (plus one separate local counsel) and to participate in (but the investigation and defense thereof; provided, however, that the Indemnitee shall pay the reasonable fees and disbursements of such separate counsel. Without the prior written consent of the Indemnitee, the Indemnifying Party will not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, does not assume the defense enter into any settlement of any Third Party Claim that would lead to liability or create any financial or other obligation on the part of the Indemnitee unless such settlement includes as an unconditional term thereof the release of the Indemnitee from all liability in respect of such Third Party Claim. If a settlement offer solely for money damages is made by the applicable third party claimant, and the Indemnifying Party notifies the Indemnitee in writing of the Indemnifying Party's willingness to accept the settlement offer and pay the amount called for by such offer without reservation of any rights or defenses against the Indemnitee, the Indemnified Indemnitee may continue to contest such claim, free of any participation by the Indemnifying Party, and the amount of any ultimate liability with respect to such Third Party may defend Claim that the same in Indemnifying Party has an obligation to pay hereunder shall be limited to the lesser of (A) the amount of the settlement offer that the Indemnitee declined to accept or (B) the aggregate Indemnifiable Losses of the Indemnitee with respect to such manner as it may deem appropriate, including settling such claim or litigation after giving notice to WEST or Xxxxxx, as the case may be, of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written requestclaim.

Defense of Claims. If a Third The Indemnifying Party Claim is made against an may elect to assume and control the defense of any Loss Claim, including the employment of counsel reasonably satisfactory to the Indemnified PartyParty and the payment of expenses related thereto, if (a) WEST the Indemnifying Party provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such indemnification obligation; (b) the Loss Claim does not seek to impose any liability or Xxxxxxobligation on the Indemnified Party other than for money damages; and (c) the Loss Claim does not relate to the Indemnified Party's relationship with its customers or employees. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Loss Claim, as then (i) the case Indemnifying Party will not be liable for any settlement of such Loss Claim effected without its consent; (ii) the Indemnifying Party may be, will be entitled to settle such Loss Claim without the consent of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof andthereof, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by but the Indemnified Party will be responsible for the fees and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify the Indemnified Party with respect to all elements expenses of such claim in full. Should WEST or Xxxxxx, as counsel unless the case may be, so elect Indemnifying Party has failed to adequately assume the defense of a Third Party Claim, WEST such Loss Claim or Xxxxxx, as the case may be, will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection employ counsel with the defense thereofrespect thereto. If WEST or Xxxxxx, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) conditions are not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, does not assume the defense of any such Third Party Claimsatisfied, the Indemnified Party may defend assume and control the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to WEST or Xxxxxx, as defense of the case may be, of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse Loss Claim; provided that the Indemnified Party upon written requestmay not settle any such Loss Claim without the consent of the Indemnifying Party, which consent will not be unreasonably withheld (and the Indemnifying Party will not be liable for any Claims resulting from a settlement effected in violation of this clause).

Defense of Claims. (a) If a Third Party Claim any third party claim or investigation is made against an either party that, if sustained, would give rise to a liability of the other party for indemnification under this Agreement (the “Indemnifying Party”), the party against whom the claim is made (the “Indemnified Party”) shall promptly cause notice of the claim to be delivered to the Indemnifying Party; provided, (a) WEST or Xxxxxxhowever, as that, subject to Section 8.1, the case may befailure to so notify the Indemnifying Party shall relieve the Indemnifying Party from liability hereunder with respect to such claim only if, will be entitled and only to participate the extent that, such failure to so notify the Indemnifying Party results in the defense thereof andforfeiture by the Indemnifying Party of rights and defenses otherwise available to it with respect to such claim. The Indemnifying Party shall have the right, (b) if it so chooses, upon written notice delivered to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and within twenty (ii20) WEST days thereafter, to acknowledge that any Losses or XxxxxxCSSI Losses resulting from such claim or investigation are indemnifiable Losses or CSSI Losses, as the case may beapplicable, first admits in writing its liability to indemnify of the Indemnified Party with respect under Section 8.2, subject to all elements the other provision of such claim in full. Should WEST or Xxxxxxthis Article 8, as the case may be, so elect and to assume the defense of a Third such claim, including the employment of counsel and the payment of the fees and disbursements of such counsel. In the event, however, that the Indemnifying Party Claim, WEST declines or Xxxxxx, as the case may be, will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, elects fails to assume the defense of a Third the claim or investigation within such twenty (20) day period on the terms provided above, or subsequently ceases to actually provide such defense, then the Indemnifying Party Claim, shall pay the reasonable fees and disbursements of counsel for the Indemnified Party will (i) cooperate as incurred. In any claim or investigation for which indemnification is being sought the Indemnified Party or the Indemnifying Party, whichever is not assuming the defense of such action, shall have the right to participate in all reasonable respects with WEST such matter and to retain its own counsel at such party’s own expense. The Indemnifying Party or Xxxxxx, as the case may be, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or XxxxxxIndemnified Party, as the case may be, shall assume at all times use reasonable efforts to keep the other party reasonably apprised of the status of the defense of any Third Party Claim, the Indemnified Party matter and shall be entitled cooperate in good faith with each other with respect to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to WEST or Xxxxxx, as the case may be, of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written requestmatter.

Defense of Claims. If The HWH Indemnitees or the Manager Indemnitees (each, a Third "Protected Party"), as applicable, shall give prompt notice to any person who is obligated to provide indemnification hereunder (an "Indemnifying Party") of the commencement or assertion of any Claim. Any failure so to notify an Indemnifying Party Claim is made against an Indemnified shall not relieve such Indemnifying Party from any liability that it may have to such Protected Party under Section 10.1 or Section 10.2, as applicable, except to extent the failure to give such notice materially and adversely prejudices such Indemnifying Party. Subject to non-interference with any insurance defense being provided with respect thereto, the Indemnifying Party shall be entitled to defend, subject to consultation with the Protected Party, any Claim brought against the Protect Party arising out of or connected with any matters referred to in this Section 10.3, and each party shall provide the other with such assistance in relation to the defense of any such Claim as either party may reasonably request. The Indemnifying Party shall inform the Protected Party on a periodic basis of the status and progress of any Claims to which this Section 10.3 relates and shall have due regard to any views expressed by the Protected Party in relation thereto. The Protected Party shall cooperate with all reasonable requests made by the Indemnifying Party in defending such Claims. Neither party shall compromise or settle any Claim without the other party's consent (a) WEST not to be unreasonably withheld, conditioned or Xxxxxxdelayed). If, pending the outcome of litigation, neither party has accepted indemnification responsibility with respect thereto, then and in such event, subject at all times to non-interference with any insurance defense being provided and subject also to the obligation to cooperate with the other party as the case may behereinabove set forth, will each party shall be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with of any such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should WEST or Xxxxxx, as the case may be, so elect to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection initially at its own expense but with the defense thereofbenefit of subsequent indemnification pursuant to Section 10.1 (if the Protected Party is a HWH Indemnitee) or Section 10.2 (if the Protected Party is a Manager Indemnitee). If WEST or Xxxxxx, as Even if the case may be, elects to assume the defense of a Third Indemnifying Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume has assumed the defense of any Third Party ClaimClaim and has acknowledged its indemnification obligations with respect thereto, the Indemnified Protected Party nevertheless shall be entitled to participate in (but not control) such defense with on its own counsel behalf and at its own expense. If WEST or Xxxxxx, subject to non-interference with insurance defense and the duty to cooperate with the Indemnifying Party as the case may be, does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to WEST or Xxxxxx, as the case may be, of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written requesthereinabove provided.

Defense of Claims. If a Third claim for Damages (a “Claim”) is to be made by a Purchaser Indemnified Party Claim is made against or a Seller Indemnified Party (an “Indemnified Party”), such Indemnified Party shall give notice (aa “Claim Notice”) WEST or Xxxxxx, as the case may be, will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected Seller Representatives, in the case of an indemnification claim pursuant to by the Indemnified Party and Section 4.07(a) or (ii) WEST or XxxxxxPurchaser, as in the case of an indemnification claim pursuant to Section 4.07(b) (“Indemnifying Party”), in either case as soon as practicable after such Indemnified Party becomes aware of any fact, condition or event which may bereasonably give rise to Damages for which indemnification may be sought under this Section 4.08; however, first admits in writing its liability the failure of any Indemnified Party to indemnify give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent such Indemnified Party is actually prejudiced by such failure (to the extent determined by a court of competent jurisdiction). If any proceeding is filed or instituted making a claim against any Indemnified Party with respect to all elements a matter subject to indemnity hereunder, notice thereof shall be given to the Indemnifying Party as promptly as practicable; however, the failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, except to the extent such Indemnified Party is actually prejudiced by such failure (to the extent determined by a court of competent jurisdiction). After receipt of such a notice of a proceeding, the Indemnifying Party shall have the right to defend the Indemnified Party against the proceeding at the Indemnifying Party’s expense with counsel of its choice satisfactory to the Indemnified Party, unless the nature of the claim in full. Should WEST creates an ethical conflict or Xxxxxx, as otherwise makes it inadvisable for the case may besame counsel to represent the Indemnified Party and the Indemnifying Party, so elect to assume long as (a) the defense Indemnifying Party notifies the Indemnified Party in writing within fifteen (15) days after the Indemnified Party has given notice of a Third the claim or proceeding that the Indemnifying Party Claimwill indemnify the Indemnified Party from and against the entirety of any Damages the Indemnified Party may suffer resulting from, WEST arising out of, relating to, in the nature of, or Xxxxxxcaused by the claim or raised in the proceeding, as (b) the case may be, will not be liable Indemnifying Party provides the Indemnified Party with evidence reasonably acceptable to the Indemnified Party that the Indemnifying Party will have the financial resources to defend against the proceeding and fulfill its indemnification obligations hereunder, (c) the proceeding involves only a claim for money damages and no other relief and (d) the Indemnifying Party conducts the defense of the proceeding actively and diligently. The Indemnifying Party shall not compromise or settle any legal expenses subsequently incurred by such proceeding without the prior written consent of the Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, enter into any settlement negotiations in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim proceeding without WEST’s or Xxxxxx’, as the case may be, giving prior written consent. If WEST or Xxxxxx, as the case may be, shall assume the defense of any Third Party Claim, notice to the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expenseParty. If WEST or Xxxxxx, as the case may be, does not assume the defense of any such Third Party Claim, In all other cases the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice proceeding with counsel of its choosing at the expense of the Indemnifying Party. The Indemnified Party may, at its own cost, participate in the investigation, trial and defense of any such proceeding defended by the Indemnifying Party and any appeal arising therefrom and employ its own counsel in connection therewith. The parties shall cooperate with each other in connection with any defense in any notifications to WEST or Xxxxxx, as insurers. If the case may be, Indemnifying Party fails to promptly and diligently assume the defense of such terms andproceeding after receipt of notice hereunder, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party against which such claim has been asserted shall (upon written requestdelivering notice to such effect to the Indemnifying Party) have the right to undertake the defense, compromise or settlement of such proceeding with counsel of its own choosing at the expense of the Indemnifying Party and the Indemnifying Party shall have the right to participate therein at its own cost.

Defense of Claims. If a The Indemnifying Party shall have the right to defend any Third Party Claim is made against an in the name of the Indemnified Party; provided, however, that if counsel for the Indemnified Party reasonably advises the Indemnified Party that there are issues which raise conflicts of interest between the Indemnifying Party and the Indemnified Party, (a) WEST or Xxxxxx, as then the case Indemnified Party may be, will be entitled retain one counsel reasonably satisfactory to it to participate in such defense, and the defense thereof and, (b) if it so chooses, to assume Indemnifying Party shall pay the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party reasonable fees and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify the Indemnified Party with respect to all elements expenses of such claim in fullcounsel; (****). Should WEST The Party or Xxxxxx, as the case may be, so elect to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume Parties conducting the defense of any Third Party ClaimClaim shall keep the other parties reasonably apprised of significant developments with respect thereto. (****). Notwithstanding the foregoing, (i) if the Indemnified Indemnifying Party shall be entitled elects not to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, does not assume the defense of any defend such Third Party Claim, the Indemnified Party may defend such Third Party Claim at the same expense of the Indemnifying Party; (ii) each party shall remain responsible for, and control, all litigation with respect to its business pending or threatened in such manner as it may deem appropriate, including settling such claim or litigation after giving notice writing immediately prior to WEST or Xxxxxx, as the Effective Date; and (iii) in the case may beof any Third Party Claim that seeks an injunction or equitable relief against the Indemnified Party, the Indemnifying Party shall not be entitled to assume such portion of such terms and, WEST or Xxxxxx, as the defense related thereto; provided that in the case may beof clauses (i) and (iii) and in the case where (****), will promptly reimburse the Indemnified Party may not compromise or settle any such Third Party Claim without the Indemnifying Party’s prior written consent (not to be unreasonably withheld, conditioned or delayed, it being understood that such consent right shall apply only to the monetary Losses for which the Indemnifying Party may be responsible under this Article XI and not any other terms of such settlement for which the Indemnifying Party is not liable under this Agreement); provided, further, that the Indemnifying Party may later participate in any such Third Party Claim with counsel of its choice and at its own expense. The Indemnifying Party’s right to defend shall include the right to compromise or enter into an agreement settling any Third Party Claim; provided that no such compromise or settlement shall obligate the Indemnified Party to make any admission of fault or wrongdoing or to take any action other than the delivery of a customary release relating to such Third Party Claim (it being understood that any such customary release shall fully and unconditionally release the Indemnified Party from any liability related to such Third Party Claim). The Indemnified Party shall have the right to employ its own counsel if the Indemnifying Party is entitled to assume and elects to assume such defense of any Third Party Claim, but the fees and expenses of such counsel shall be at the Indemnified Party’s expense. For the avoidance of doubt, each Party shall continue to control any claims arising out of proceedings occurring prior to the Effective Date. 52 (c) Any indemnification claim by an Indemnified Party on account of a Loss which does not result from any Third Party Claim (a “Direct Claim”) shall be asserted by the Indemnified Party giving the Indemnifying Party prompt written notice thereof, which shall describe in reasonable detail the Direct Claim and shall set forth the estimated amount of Losses for which indemnification is sought and the facts and circumstances that form the basis under which indemnification is sought (including the specific provision(s) of Section 11.01 or 11.02, as applicable, upon written requestwhich such claim is based), together with any existing documentation of any of the foregoing. The Indemnified Party shall cooperate with the Indemnifying Party in connection with its investigation of such Direct Claim to make available records relating to such Direct Claim. 11.04.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) WEST or Xxxxxx, as the case may be, Seller will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may beSeller, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and Party, (ii) WEST or Xxxxxxno material conflict of interest shall exist in relation to such Third Party Claim between such Indemnified Party and Seller, as and (iii) the case may beSeller, subject to Section 14.15, first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in fullfull to the extent such claim is valid. Should WEST or Xxxxxx, as the case may be, Seller so elect to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, Seller will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, Seller elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, Seller in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’the Seller's prior written consent, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, Seller shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, Seller does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving prompt notice to WEST or Xxxxxx, as the case may be, Seller of such terms and, WEST or Xxxxxxsubject to Section 14.15, as the case may be, Seller will promptly reimburse the Indemnified Party upon written request. Anything contained in this Agreement to the contrary notwithstanding, the Seller shall not be entitled to assume the defense of any part of a Third Party Claim that seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party.

Defense of Claims. If a Third The Indemnifying Party Claim is made against an Indemnified Party, (a) WEST or Xxxxxx, as the case may be, will be entitled elect to participate in assume and control the defense thereof andof any Claim, (b) if it so chooses, including the employment of counsel reasonably satisfactory to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and the payment of expenses related to such Claim, if (iia) WEST or Xxxxxx, as the case may be, first admits in writing Indemnifying Party acknowledges its liability obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation; (b) the Claim does not seek to impose any liability or obligation on the Indemnified Party other than for money damages; and (c) the Claim is not of a nature or amount that in the good faith opinion of the Indemnified Party, its prosecution could reasonably be expected to have a material and adverse effect on the Indemnified Party’s relationship with respect any significant customer. If such conditions are satisfied and the Indemnifying Party elects to all elements assume and control the defense of a Claim, then (i) the Indemnifying Party will not be liable for any settlement of such claim Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may settle such Claim without the consent of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in full. Should WEST or Xxxxxxthe defense of such Claim, as but the case may be, so elect Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to adequately assume the defense of a Third Party Claim, WEST such Claim or Xxxxxx, as to employ counsel with respect thereto or (B) in the case may be, will not be liable to reasonable opinion of the Indemnified Party for any legal expenses subsequently incurred by a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in connection with which case the defense thereoffees and expenses of such separate counsel will be paid by the Indemnifying Party. If WEST or Xxxxxx, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) conditions are not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, does not assume the defense of any such Third Party Claimsatisfied, the Indemnified Party may defend assume and control the same in such manner as it may deem appropriatedefense of the Claim; provided however, including settling such claim or litigation after giving notice to WEST or Xxxxxx, as that the case may be, Indemnifying Party will not be liable for any settlement of such terms andClaim effected without its consent, WEST which consent will not be unreasonably withheld or Xxxxxxdelayed, as unless the case may be, will promptly reimburse Indemnifying Party has not established to the reasonable satisfaction of the Indemnified Party upon written requestthat it is financially capable of paying the entire Claim.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, and so long as no Event of Default or Termination Event has occurred and is continuing (a) WEST or Xxxxxx, as the case may be, Issuer will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may beIssuer, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) WEST or Xxxxxx, as the case may be, Issuer first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should WEST or Xxxxxx, as the case may be, Issuer so elect to assume the defense of a Third Party ClaimClaim in accordance with the first sentence of this Section, WEST or Xxxxxxthe Issuer, as the case may beapplicable, will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereofthereof after the date on which the Indemnified Party has had notice of that assumption. If WEST or Xxxxxx, as the case may be, Issuer elects to assume the defense of a Third Party ClaimClaim in accordance with the first sentence of this Section, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, Issuer in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WESTthe Issuer’s or Xxxxxx’prior written consent, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, Issuer shall assume the defense of any Third Party ClaimClaim as permitted herein, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, Issuer does not assume the defense of any such Third Party ClaimClaim after having been given the option to do so as provided above or if not permitted to do so, the Indemnified Party may defend the same in such manner as it may deem appropriate, including including, subject to the last sentence of this Section 9.03, settling such claim or litigation after giving at least 5 Business Days prior notice to WEST or Xxxxxx, as the case may be, Issuer and the Servicer of such terms terms, and, WEST or Xxxxxxin such circumstance, as upon the case may bewritten request of the indemnified Party, the Issuer will promptly reimburse the Indemnified Party upon for all of the Losses arising from such Third Party Claim for which it is entitled to be indemnified. The Issuer shall be entitled to participate in (but not control) at its sole expense the defense of such a claim or such litigation with its own counsel. Anything contained in this Note Purchase Agreement to the contrary notwithstanding, the Issuer shall not be entitled to assume the defense of any part of a Third Party Claim that seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party, and, if counterclaims exist between the Indemnified Party, on one hand, and the Issuer, on the other hand, the Indemnified Party is not subject to the provisions of this Section 9.03 as to such counterclaims. For so long as no Termination Event or Event of Default shall have occurred, no Indemnified Party shall enter into a settlement, confession of judgment or other compromise with respect to any Third Party Claim in respect of which the Issuer is required to indemnify such Indemnified Party without the prior written requestconsent of the Issuer, which consent or the denial of such consent shall not be unreasonably withheld or delayed, unless, with respect to such settlement, confession of judgment or other compromise by such Indemnified Party, such Indemnified Party waives in writing its right to be indemnified with respect to such Third Party Claim under Section 9.01.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) WEST or Xxxxxx, as the case may be, will The Company shall be entitled to participate in the defense thereof and, (b) if it so chooses, of any Claim relating to an Indemnifiable Event or to assume the defense thereof thereof, with counsel reasonably satisfactory to Indemnified Party; provided that if Indemnified Party believes, after consultation with counsel selected by WEST or XxxxxxIndemnified Party, as the case may be, provided that in connection with such assumption (i) the use of counsel chosen by the Company to represent Indemnified Party would present such counsel is not reasonably objected to by with an actual or potential conflict of interest, (ii) the named parties in any such Claim (including any impleaded parties) include both the Company and Indemnified Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify the Indemnified Party with respect concludes that there may be one or more legal defenses available to all elements of such claim him or her that are different from or in full. Should WEST or Xxxxxx, as the case may be, so elect addition to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, will not be liable those available to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) not admit any liability with respect toCompany, or settle(iii) any such representation by such counsel would be precluded under the applicable standards of professional conduct then prevailing, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume the defense of any Third Party Claim, the then Indemnified Party shall be entitled to participate in retain separate counsel (but not controlmore than one law firm plus, if applicable, local counsel in respect of any particular Claim) such defense with its own counsel at its own the Company’s expense. If WEST The Company shall not waive any privilege or Xxxxxx, as the case may be, does right available to Indemnified Party in any such Claim without Indemnified Party’s prior written consent. The Company shall not assume the defense be liable to Indemnified Party under this Agreement for any amounts paid in settlement of any Claim relating to an Indemnifiable Event effected without the Company’s prior written consent. The Company shall not, without the prior written consent of Indemnified Party, effect any settlement of any Claim relating to an Indemnifiable Event which Indemnified Party is or could have been a party unless such Third settlement solely involves the payment of money and includes a complete and unconditional release of Indemnified Party from all liability on all claims that are the subject matter of such Claim, . Neither the Company nor Indemnified Party shall unreasonably withhold its or his or her consent to any proposed settlement; provided that Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice withhold consent to WEST or Xxxxxx, as the case may be, any settlement that does not provide a complete and unconditional release of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party. If Indemnified Party upon written requestis the subject of or is implicated in any way during any proceeding, the Company will share with Indemnified Party any information it has turned over to any third parties concerning the proceeding.

Defense of Claims. If a Third The Indemnifying Party Claim is made against an may elect to assume and control the defense of any Loss Claim, including the employment of counsel reasonably satisfactory to the Indemnified PartyParty and the payment of expenses related thereto, if (a) WEST the Indemnifying Party provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such indemnification obligation; (b) the Loss Claim does not seek to impose any liability or Xxxxxxobligation on the Indemnified Party other than for money damages; and (c) the Loss Claim does not relate to the Indemnified Party's relationship with its customers or employees. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Loss Claim, as then (i) the case Indemnifying Party shall not be liable for any settlement of such Loss Claim effected without its prior written consent; (ii) the Indemnifying Party may be, will be entitled to settle such Loss Claim without the consent of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof andthereof, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should WEST or Xxxxxx, as the case may be, so elect to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume the defense of any Third Party Claim, but the Indemnified Party shall be entitled responsible for the fees and expenses of such counsel unless the Indemnifying Party has failed to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, does not adequately assume the defense of any such Third Party ClaimLoss Claim or to employ counsel with respect thereto. If such conditions are not satisfied, the Indemnified Party may defend assume and control the same in such manner as it may deem appropriatedefense of the Loss Claim; provided, including settling such claim or litigation after giving notice to WEST or Xxxxxxhowever, as the case may be, of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse that the Indemnified Party upon written requestmay not settle any such Loss Claim without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld (and the Indemnifying Party shall not be liable for any Claims resulting from a settlement effected in violation of this clause).

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (ai) WEST or Xxxxxx, as the case may be, Applicable Indemnifying Party will be entitled to participate in the defense thereof and, (bii) if it so chooses, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may beApplicable Indemnifying Party, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in fullParty. Should WEST or Xxxxxx, as the case may be, Applicable Indemnifying Party so elect to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, Applicable Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, Applicable Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, discharge such Third Party Claim without WEST’s or Xxxxxx’the Applicable Indemnifying Party's prior written consent, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, Applicable Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, Applicable Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to WEST or Xxxxxx, as the case may be, Applicable Indemnifying Party of such terms and, WEST or Xxxxxx, as and the case may be, will Applicable Indemnifying Party promptly reimburse the Indemnified Party upon written request. Anything contained in this Agreement to the contrary notwithstanding, neither Applicable Indemnifying Party shall be entitled to assume the defense of any part of a Third Party Claim that seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party.

Defense of Claims. If a Third claim for Damages (a "Claim") is to be made by an Indemnified Party, such Indemnified Party shall subject to SECTION 10.3, give written notice (a "Claim Notice") to the Indemnifying Party as soon as practicable after the Indemnified Party becomes aware of any fact, condition or event which may give rise to Damages for which indemnification may be sought under this SECTION 10.3. If any lawsuit or enforcement action is made filed against an Indemnified Party, written notice thereof shall be given to the Indemnifying Party as promptly as practicable (aand in any event within thirty (30) WEST calendar days after the service of the citation or Xxxxxxsummons). The failure of any Indemnified Party to give timely notice hereunder shall not affect rights to indemnification hereunder, as except to the case may beextent that the Indemnifying Party demonstrates actual damage caused by such failure or that such failure prejudiced or hindered attempts to mitigate damages with respect to such Claim. After such notice, will if the Indemnifying Party shall acknowledge in writing to the Indemnified Party that the Indemnifying Party shall be entitled to participate in obligated under the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that terms of its indemnity hereunder in connection with such assumption lawsuit or action, then the Indemnifying Party shall be entitled, if it so elects, (i) to take control of the defense and investigation of such counsel is not reasonably objected lawsuit or action, (ii) to by employ and engage attorneys of its own choice to handle and defend the same, at the Indemnifying Party's cost, risk and expense unless the named parties to such action or proceeding include both the Indemnifying Party and the Indemnified Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify the Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the indemnifying Party, and (iii) to compromise or settle such claim, which compromise or settlement shall be made only with respect the written consent of the Indemnified Party, such consent not to all elements of such claim in fullbe unreasonably withheld. Should WEST or Xxxxxx, as If the case may be, so elect Indemnifying Party fails to assume the defense of a Third Party Claimsuch claim within thirty (30) calendar days after receipt of the Claim Notice, WEST or Xxxxxx, as the case may be, will not be liable to the Indemnified Party (upon delivering notice to such effect to the Indemnifying Party) shall have the right to undertake, at the Indemnifying Party's cost and expense, the defense, compromise or settlement of such claim on behalf of and for any legal expenses subsequently incurred by the account and risk of the Indemnifying Party; PROVIDED, HOWEVER, that such Claim shall not be compromised or settled without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. In the event the Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, elects to assume assumes the defense of a Third Party Claimthe claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as keep the case may be, in connection with Indemnifying Party reasonably informed of the progress of any such defense and (ii) not admit any liability with respect to, or settledefense, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consentsettlement. If WEST or Xxxxxx, as the case may be, shall assume the defense of any Third Party Claim, the Indemnified The Indemnifying Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, does not assume the defense liable for any settlement of any such Third action effected pursuant to and in accordance with this SECTION 10.3 and for any final judgment (subject to any right of appeal), and the Indemnifying Party Claim, the agrees to indemnify and hold harmless an Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to WEST or Xxxxxx, as the case may be, from and against any Damages by reason of such terms and, WEST settlement or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written requestjudgment.

Defense of Claims. If (a) In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim, action or legal proceeding by a person who is not a party to this Agreement (a "Third Party Claim"), the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such Third Party Claim is made against an Indemnified Party, (a) WEST or Xxxxxx, as the case may be, will be entitled to participate in the defense thereof and, (b) if it so chooses, acknowledges to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability obligation to indemnify the Indemnified Party with respect to all elements of such claim; provided, that the Indemnifying Party shall exercise its right to assume such defense within twenty (20) days after notice was given by the Indemnified Party. In the event that the Indemnifying Party (i) shall not assume such defense within twenty (20) days of receipt of such notice or (ii) believes in good faith that it is not obligated to indemnify the Indemnified Party with respect to such claim, then the Indemnified Party may retain counsel and conduct defense of such claim as it may, in fullits sole discretion, deem appropriate. Should WEST The Parties shall submit such disputed claim to arbitration in accordance with Section 9.03 to resolve the issue of whether the Indemnified Party is entitled to indemnification hereunder with respect to such claim; provided, that such arbitration shall not in any way delay or Xxxxxxrestrict the Indemnified Party's ability to timely retain counsel and conduct an appropriate defense. Notwithstanding the foregoing, as in the event either (x) the Third Party Claim seeks relief other than solely the payment of monetary damages or (y) in the case may beof a Third Party Claim arising out of a breach of a Seller Capped Representation and Agreement, so elect the maximum amount of such Third Party Claim, together with the aggregate amount of all other claims and other indemnification payments subject to indemnification by the Indemnifying Party which have been asserted prior to such time, exceeds the Cap, the Indemnifying Party shall not be entitled to assume the defense of a such Third Party Claim, WEST or Xxxxxx, as the case may be, will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST the Indemnifying Party does not assume or Xxxxxx, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) is not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, does not assume the defense of any such Third Party Claim, the Indemnified Party may shall (a) defend the same any such Third Party Claim in such manner as it may deem appropriate, including settling 39 such claim or litigation after giving notice to WEST or Xxxxxx, as the case may be, of Third Party Claim on such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written requestmay deem appropriate (but to the extent any such settlement involves payment of money damages which the Indemnified Party seeks from the Indemnifying Party, the Indemnifying Party shall only be entitled to indemnification to the extent such settlement is entered into in good faith and on commercially reasonable terms) and (b) keep the Indemnifying Party reasonably informed concerning the status of such Third Party Claim and any settlement discussions relating thereto (to the extent reasonably practicable) prior to entering into any such settlement and shall, from time to time, provide the Indemnifying Party with copies of such information and documents concerning such Third Party Claim as the Indemnifying Party reasonably requests, subject to issues of privilege and confidentiality. The Indemnifying Party agrees to cooperate and make available to the Indemnified Party all books and records and such officers, employees and agents as are reasonably necessary and useful in connection with the defense. In the event (A) the Sellers are the Indemnifying Party and have assumed the defense of a Third Party Claim and (B) fail to defend, or if after commencing or undertaking any such defense, fail to prosecute, withdraw from such defense or conduct such defense in a manner that, in the reasonable opinion of the Purchaser, is detrimental to the Company or the rights of the Purchaser Indemnified Parties, the Purchaser shall have the right to undertake the defense or settlement thereof and to seek indemnification for such expenses.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) WEST Purchaser Indemnitee or XxxxxxSeller Indemnitee, as the case may bebe (an "Indemnified Party"), will shall receive notice of the assertion of any claim (a "Notice of Claim") with respect to which a party required to provide indemnification hereunder (an "Indemnifying Party") may be entitled obligated under this Agreement to participate provide indemnification, such Indemnified Party shall give such Indemnifying Party prompt notice thereof (and the Escrow Agent, if the Indemnified Party is a Purchaser Indemnitee); provided, however, that the failure of any Indemnified Party to give such Notice of Claim shall not relieve any Indemnifying Party of its obligations under this Article X, except to the extent that such Indemnifying Party is actually materially prejudiced by such failure to give notice. Such Notice of Claim shall describe the claim in reasonable detail, and, if practicable, shall indicate the estimated amount of the Indemnifiable Loss that has been or may be sustained by such Indemnified Party; provided, however, that such estimate shall not be binding on the Indemnified Party. An Indemnifying Party, at such Indemnifying Party's own expense and through counsel reasonably chosen by such Indemnifying Party, may elect to defend any third party claim; and if it so elects, it shall, within twenty (20) Business Days after receiving notice of such third party claim (or sooner, if the nature of such third party claim so requires), notify the Indemnified Party of its intent to do so, and such Indemnified Party shall cooperate in the defense thereof and, (b) if it so chooses, of such third party claim. After notice from an Indemnifying Party to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the an Indemnified Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing of its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should WEST or Xxxxxx, as the case may be, so elect election to assume the defense of a Third third party claim, such Indemnifying Party Claim, WEST or Xxxxxx, as the case may be, will shall not be liable to the such Indemnified Party under this Article X for any legal or other expenses subsequently incurred by the such Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx; provided, as the case may behowever, elects to assume the defense of a Third Party Claim, the that such Indemnified Party will shall have the right to employ one counsel (and any necessary local counsel) to represent such Indemnified Party and all other Persons entitled to indemnification in respect of such claim hereunder (which counsel shall be reasonably acceptable to the Indemnifying Party) if, in the opinion of counsel reasonably acceptable to the Indemnifying Party, a conflict of interest between such Indemnified Party and such Indemnifying Party exists in respect of such claim, and in that event (i) cooperate in the reasonable fees and expenses of one such separate counsel (and any necessary local counsel) for all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with Indemnified Parties shall be paid by such defense Indemnifying Party and (ii) each of such Indemnifying Party and such Indemnified Party shall have the right to direct its own defense in respect of such claim. If any Indemnifying Party elects not admit any liability with respect toto defend against a third party claim, or settlefails to timely notify an Indemnified Party of its election, such Indemnified Party may defend, compromise or dischargeand settle such third party claim; provided, however, that no such Third Indemnified Party Claim may, without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST consent of the Indemnifying Party (which consent shall not be unreasonably withheld, conditioned or Xxxxxxdelayed), as settle or compromise any third party claim or consent to the case may be, shall assume the defense entry of any Third Judgment which does not include as an unconditional term thereof the delivery by the claimant or plaintiff to the Indemnifying Party Claimof a written unconditional release from all liability in respect of such third party claim. The Indemnifying Party may defend, compromise and settle any third party claim on such terms as it deems appropriate; provided, however, that no Indemnifying Party may, without the prior written consent of the Indemnified Party (which consent shall not be entitled unreasonably withheld, conditioned or delayed), settle or compromise any third party claim or consent to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, entry of any Judgment which does not assume include as an unconditional term thereof the defense of any such Third Party Claim, delivery by the claimant or plaintiff to the Indemnified Party may defend the same of a written unconditional release from all liability in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to WEST or Xxxxxx, as the case may be, respect of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written requestthird party claim.

Defense of Claims. If a Third Party Claim is made against an Indemnified PartySubject to the last sentence of this Section 10.4, (a) WEST or Xxxxxx, as the case may be, will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel any claim for which indemnification has been sought under this Article X resulting from or arising out of any claim or Proceeding against an Indemnitee by a Person that is not reasonably objected to by a Party hereto (a “Third Party Claim”), the Indemnified Indemnifying Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should WEST or Xxxxxx, as the case may be, so elect to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’(unless such Indemnitee elects not to seek indemnity hereunder for such Third Party Claim), as upon written notice to the case may be, prior written consentrelevant Indemnitee. If WEST or Xxxxxx, as the case may be, Indemnifying Parties shall assume have assumed the defense of any Third Party Claim in accordance with this Section 10.4, the Indemnifying Parties shall be authorized to settle, or consent to the entry of any judgment arising from, any such Third Party Claim, without the Indemnified prior written consent of such Indemnitee; provided, however, that the Indemnifying Parties shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof (less any unapplied portion of the Minimum Amount and up to the Maximum Amount); provided, further, that the Indemnifying Parties shall not be authorized to encumber any of the assets of any Indemnitee or to agree to any restriction that would apply to any Indemnitee or to its conduct of business; and provided, further, that a condition to any such settlement shall be a complete release of such Indemnitee and its Affiliates, officers, employees, consultants and agents with respect to such Third Party Claim. Each Indemnitee shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, does not assume the defense of any such Third Party Claim, with its own counsel and at its own expense. Each Indemnitee shall, and shall cause each of its Affiliates, officers, employees, consultants and agents to, cooperate fully with the Indemnified Indemnifying Parties in the defense of any Third Party Claim being defended by the Indemnifying Parties pursuant to this Section 10.4. The assumption of any defense hereunder by an Indemnifying Party shall not be deemed an admission of responsibility for the Third Party Claim. If the Indemnifying Parties do not assume the defense of any Third Party Claim in accordance with the terms of this Section 10.4, the Indemnitee must defend against such Third Party Claim. The Indemnitee shall not pay, or permit to be paid, any part of a settlement or a judgment arising from a Third Party Claim unless the Indemnifying Parties consent in writing to such payment or unless a final judgment from which no appeal may defend - 45 - be taken by or on behalf of the same in Indemnifying Party is entered against the Indemnitee for such manner as it may deem appropriateThird Party Claim; provided, including settling such claim however, (a) that the Indemnifying Party shall respond no later than the earlier of (i) ten (10) Business Days or litigation after giving notice to WEST or Xxxxxx, as (ii) the case may be, response deadline required by the terms of such terms andsettlement offer (provided the Indemnifying Party is given reasonable advance notice of the deadline) with respect to its consent to such settlement or judgment and (b) if Seller is the Indemnifying Party such consent (or withholding of consent) shall be given by the Seller Representative. If the Indemnitee assumes the defense of any Third Party Claim in accordance with this Section 10.4 and proposes to settle such Third Party Claim prior to a final judgment thereon or to forego any appeal with respect thereto, WEST then the Indemnitee shall give the Indemnifying Party prompt written notice thereof and the Indemnifying Party shall have the right to participate in the settlement negotiations or Xxxxxx, as assume or reassume the case may be, will promptly reimburse defense of such Third Party Claim. Any Asbestos Claims described on Exhibit I shall be handled in accordance with the Indemnified Party upon written request.procedures described in Exhibit I.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) WEST If any Indemnitee receives notice of the assertion of any claim or Xxxxxxof the commencement of any suit, as action or proceeding made or brought by any Person who is not an Indemnitee (a "Third-Party Claim") with respect to which indemnification is to be sought from an Indemnifying Party, the case Indemnitee shall give such Indemnifying Party reasonably prompt written notice thereof (a "Third-Party Claim Notice"), but in no event later than ten (10) Business Days after the Indemnitee's receipt of notice of such Third-Party Claim. Such notice shall describe the nature of the Third-Party Claim in reasonable detail and shall indicate the estimated amount, if practicable, of the Indemnifiable Loss that has been or may be, will be entitled incurred by the Indemnitee. The Indemnifying Party shall have the right to participate in or, by giving written notice to the defense thereof and, (b) if it so choosesIndemnitee, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should WEST or Xxxxxx, as the case may be, so elect to assume the defense of a Third any Third-Party Claim at such Indemnifying Party's expense and by such Indemnifying Party's own counsel. If within twenty (20) Business Days after receipt of the Third-Party Claim Notice, an Indemnifying Party fails to give written notice to the Indemnitee of its election to assume the defense of such Third-Party Claim, WEST then the Indemnitee may defend, compromise or Xxxxxxsettle such Third-Party Claim with counsel selected by it, provided that, without the prior written consent of the Indemnifying Party, the Indemnitee shall not agree to the entry of any judgment with respect to, or any compromise or settlement of, such Third-Party Claim, which judgment, compromise or settlement does not include the unconditional release of the Indemnifying Party. 38 (b) If, within twenty (20) Business Days after an Indemnitee gives written notice to the Indemnifying Party of any Third-Party Claim, such Indemnitee receives written notice from the Indemnifying Party that such Indemnifying Party has elected to assume the defense of such Third-Party Claim as provided in Section 8.2(a), then the case may be, will Indemnifying Party shall not be liable to the Indemnified Party for any legal costs, fees or expenses subsequently incurred by the Indemnified Party Indemnitee in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) not admit any liability with respect to, or settledefense, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to WEST or Xxxxxx, as the case may be, of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written requestsettlement thereof.

Defense of Claims. If a Third Party Claim claim for Damages is to be made against an by a ----------------- party entitled to indemnification hereunder (the "Indemnified Party"), the ----------------- Indemnified Party shall give written notice to the party against whom a claim is to be made (athe "Indemnifying Party") WEST as soon as practical after the Indemnified ------------------ Party becomes aware of any fact, condition or Xxxxxx, as the case event which may be, will give rise to Damages for which indemnification may be sought under this Section 9.6. If any lawsuit or enforcement action is filed against any party entitled to participate the benefit of indemnity hereunder, written notice thereof shall be given to the Indemnifying Party as promptly as practicable (and in any event within fifteen (15) days after the defense thereof andservice of the citation or summons); provided, (b) that the -------- failure of any Indemnified Party to give timely notice shall not affect rights to indemnification hereunder except to the extent that the Indemnifying Party is prejudiced by such failure. After such notice, if it so chooses, the Indemnifying Party shall acknowledge in writing to assume the defense thereof with counsel selected by WEST or Xxxxxx, as Indemnified Party that the case may be, provided that Indemnifying Party shall be obligated under the terms of its indemnity hereunder in connection with such assumption (i) lawsuit or action, then the Indemnifying Party shall be entitled, if it so elects, to take control of the defense and investigation of such counsel is not reasonably objected lawsuit or action and to by employ and engage attorneys of its own choice to handle and defend the Indemnified same, at the Indemnifying Party's cost, risk and expense and after such time the Indemnifying Party and (ii) WEST or Xxxxxxwill not, subject to Section 9.7 hereof, as the case may belong as it diligently conducts such defense, first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should WEST or Xxxxxx, as the case may be, so elect to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, will not be liable to the Indemnified Party under this Section 9.6 for any legal fees of other counsel or any other expenses with respect to the defense of such proceedings, in each case subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to WEST or Xxxxxx, as the case may be, of such terms andproceeding, WEST or Xxxxxxother than reasonable costs of investigation, as provided that the case may be, will promptly reimburse the Indemnified Indemnifying Party upon written request.and its counsel shall:

Defense of Claims. (a) If any Purchaser Indemnified Party receives notice of the assertion or commencement of any claim by a third party against such Purchaser Indemnified Party with respect to which Seller Representatives are obligated to provide indemnification under this Agreement (the “Third Party Claim”), the Purchaser Indemnified Party will give such Seller Representatives reasonably prompt written notice thereof, but in any event not later than fifteen (15) calendar days after receipt of such notice of such Third Party Claim. Such notice by the Purchaser Indemnified Party will describe the Third Party Claim is made against an in reasonable detail, will include copies of all material written evidence thereof and will indicate the estimated amount, if reasonably practicable, of the Indemnifiable Losses that have been or may be sustained by the Purchaser Indemnified Party. The Seller Representatives will have the right to participate in or, by giving written notice to the Purchaser Indemnified Party, to assume and control the defense of any Third Party Claim at such Seller Representatives' own expense and by such Seller Representatives' own counsel (a) WEST reasonably satisfactory to the Purchaser Indemnified Party); provided that if the Seller Representatives assume and control the defense of any Third Party Claim the Seller Representatives' expenses including legal expenses shall be paid directly by, or Xxxxxxreimbursed by, as the case may beEscrow Agent from the Indemnity Escrow Account pursuant to the Escrow Agreement, and the Purchaser Indemnified Party will be entitled have the right to participate in the defense thereof andand to employ its own separate counsel at its own expense. Notwithstanding the foregoing, (b) if it so chooses, the Seller Representatives will not have the right to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should WEST or Xxxxxx, as the case may be, so elect to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume control the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to WEST or Xxxxxx, as the case may be, of such terms and, WEST or Xxxxxx, as the case may be, and will promptly reimburse the Purchaser Indemnified Party upon written requestout of the Indemnity Escrow Account for all reasonable costs and expenses of defending against such Third Party Claim (including reasonable costs and expenses of counsel), if (1) the claim for indemnification relates to or arises in connection with any criminal or quasi-criminal proceeding, action, indictment, allegation or investigation; (2) the claim seeks an injunction or equitable relief against the Purchaser Indemnified Party; (3) the Purchaser Indemnified Party has been advised by counsel that a reasonable likelihood exists of a conflict of interest between the Seller Representatives and the Purchaser Indemnified Party; (4) the claim for indemnification relates to or arises in connection with any audit, proceeding or other action relating to an Indemnifiable Tax Loss or other matter relating to Taxes, or (5) the Purchaser Indemnified Party reasonably believes that the total losses, damages, costs, expenses, and other liabilities relating to the claim could exceed two (2) times the maximum amount that the Purchaser Indemnified Party could then be entitled to recover under the applicable provisions of Section 7.03.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) WEST or Xxxxxx, as the case may be, will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to Upon receipt by the Indemnified Indemnifying Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify of a notice from the Indemnified Party with respect to all elements any claim of a third party against the Indemnified Party, and acknowledgment by the Indemnifying Party (whether after resolution of a dispute or otherwise) of the Indemnified Party’s right to indemnification hereunder with respect to such claim, the Indemnifying Party shall assume the defense of such claim with counsel reasonably satisfactory to the Indemnified Party and the Indemnified Party shall cooperate to the extent reasonably requested by the Indemnifying Party in fulldefense or prosecution thereof, provided that the Indemnified Party is reimbursed in advance by the Indemnifying Party for its costs in connection therewith. Should WEST or Xxxxxx, as If the case may be, so Indemnifying Party shall acknowledge the Indemnified Party’s right to indemnification and elect to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume the defense of any Third Party Claimclaim, the Indemnified Party shall be entitled have the right to participate in (but not control) such defense with employ its own counsel in any such case, but the fees and expenses of one such counsel shall be at its own expensethe expense of the Indemnified Party, unless there is, under applicable standards of conduct, a conflict on any significant issue between Indemnifying Party and the Indemnified Party that makes it improper for one counsel to represent both parties, in which case the reasonable fees and expenses of such counsel shall be at the expense of the Indemnifying Party. If WEST the Indemnifying Party has assumed the defense of any claim against the Indemnified Party, the Indemnifying Party shall have the right to settle any claim for which indemnification has been sought and is available hereunder; provided that, to the extent that such settlement requires the Indemnified Party to take, or Xxxxxxprohibits the Indemnified Party from taking, as any action or purports to obligate the case Indemnified Party, or may beestablish a precedential custom or practice adverse to any Indemnified Party, Purchased Entity, Shares, the Avure Sweden Shares or the Business, then the Indemnifying Party shall not settle such claim without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld where such settlement involves solely the payment of monetary damages). If the Indemnifying Party does not assume the defense of any a third party claim and disputes the Indemnified Party’s right to indemnification, the Indemnifying Party shall have the right to participate in the defense of such Third Party Claimclaim through counsel of its choice, at the Indemnifying Party’s expense, and the Indemnified Party may defend shall have control over the same in such manner as it may deem appropriate, including settling litigation and authority to resolve such claim or litigation after giving notice subject to WEST or Xxxxxx, as the case may be, of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written requestthis Section 9.3.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) WEST If a Corn Products Group Member or Xxxxxxa Parent Company Group Member has a claim to indemnification relating to an ongoing legal action, claim or proceeding against such Corn Products Group Member or Parent Company Group Member, the indemnified party in accordance with Section 9.1 or 9.2 (the "Indemnified Party") shall have the right to conduct and control, through counsel of its choosing, the defense, compromise or settlement of any third Person claim, action or suit against such Indemnified Party as the case may be, to which indemnification will be entitled to participate sought by any Indemnified Party from any indemnifying party hereunder (the "Indemnifying Party"), and in any such case the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that Indemnifying Party shall cooperate in connection with therewith and shall furnish such assumption (i) records, information and testimony and attend such counsel is not conferences, discovery proceedings, hearings, trials and appeals as may be reasonably objected to by the Indemnified Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should WEST or Xxxxxx, as the case may be, so elect to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, will not be liable to the Indemnified Party for any legal expenses subsequently incurred requested by the Indemnified Party in connection with therewith; provided, that (i) the Indemnifying Party may participate, through counsel chosen by it and at its own expense, in the defense of any such claim, action or suit as to which the Indemnified Party has so elected to conduct and control the defense thereof. If WEST or Xxxxxx, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense ; and (ii) the Indemnified Party shall not, without the written consent of the Indemnifying Party (which written consent shall not admit any liability with respect tobe unreasonably withheld), or settlepay, compromise or dischargesettle any such claim, action or suit, except that no such consent shall be required if, following a written request from the Indemnified Party, the Indemnifying Party shall fail, within 14 days after the making of such request, to acknowledge and agree in writing that, if such claim, action or suit shall be adversely determined, such Third Indemnifying Party Claim without WEST’s or Xxxxxx’, as has an obligation to provide indemnification hereunder to such Indemnified Party. Notwithstanding the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume the defense of any Third Party Claimforegoing, the Indemnified Party shall be entitled have the right to participate in (but not control) such defense with its own counsel at its own expense. If WEST pay, settle or Xxxxxx, as the case may be, does not assume the defense of compromise any such Third Party Claimclaim, action or suit without such consent, provided that in such event the Indemnified Party may defend the same in shall waive any right to indemnity therefor hereunder unless such manner as it may deem appropriate, including settling such claim or litigation after giving notice to WEST or Xxxxxx, as the case may be, of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written requestconsent is unreasonably withheld.

Defense of Claims. If a Third Party Claim is made against an party hereto seeks indemnification under ----------------- this Section 8.01, such party (the "Indemnified Party") shall give written ------------ ----------------- notice to the other party (the "Indemnifying Party") after receiving written ------------------ notice of any action, lawsuit, proceeding, investigation or other claim against it (aif by a third party) WEST or Xxxxxxdiscovering the liability, as obligation or facts giving rise to such claim for indemnification, describing the case may beclaim, will the amount thereof (if known and quantifiable), and the basis thereof; provided that the -------- failure to so notify the Indemnifying Party shall not relieve the Indemnifying Party of its or his obligations hereunder except to the extent such failure shall have prejudiced the Indemnifying Party. In that regard, if any action, lawsuit, proceeding, investigation or other claim shall be brought or asserted by any third party which, if adversely determined, would entitle the Indemnified Party to indemnity pursuant to this Section 8.01, the Indemnified Party shall ------------ promptly notify the Indemnifying Party of the same in writing, specifying in detail the basis of such claim and the facts pertaining thereto and the Indemnifying Party shall be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such action, lawsuit, proceeding, investigation or other claim in full. Should WEST or Xxxxxx, as the case may be, so elect to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, will not be liable giving rise to the Indemnified Party Party's claim for any legal expenses subsequently incurred by indemnification at its expense, and at its option (subject to the Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (ilimitations set forth below) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) appoint lead counsel of such defense with its own reputable counsel at its own expense. If WEST or Xxxxxxreasonably acceptable to the Indemnified Party; provided that, as a condition precedent to the case may be, does not Indemnifying -------- Party's right to assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to WEST or Xxxxxx, as the case may be, control of such terms anddefense, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written request.it must first:

Defense of Claims. If With respect to a Third Party Claim, if after receipt of the Claim is made against an Notice the Indemnifying Party acknowledges in writing to the Indemnified Party, (a) WEST or Xxxxxx, as Party that the case may be, will Indemnifying Party shall be entitled to participate in obligated under the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that terms of its 16 29 indemnity hereunder in connection with such assumption Third Party Claim, the Indemnifying Party shall be entitled, if it so elects at its own cost, risk and expense, (i) to take control of the defense and investigation of such counsel is not Action, (ii) to employ and engage attorneys of its own choice, but, in any event, reasonably objected acceptable to by the Indemnified Party, to handle and defend the same unless the named parties to such action or proceeding (including, without limitation, any impleaded parties) include both the Indemnifying Party and the Indemnified Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify the Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, in which event the Indemnified Party shall be entitled, at the Indemnifying Party's cost, risk and expense, to separate counsel of one firm (in addition to appropriate local counsel) of its own choosing, and (iii) to compromise or settle such Action, which compromise or settlement shall be made only with respect the written consent of the Indemnified Party, such consent not to all elements of such claim in fullbe unreasonably withheld or delayed. Should WEST or Xxxxxx, as If the case may be, so elect Indemnifying Party fails to assume the defense of a Third Party Claimsuch Claim within fifteen (15) days after receipt of the Claim Notice, WEST or Xxxxxx, as the case may be, will not be liable to the Indemnified Party against which such Claim has been asserted will (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake, at the Indemnifying Party's cost and expense, the defense, compromise or settlement of such Claim on behalf of and for any legal expenses subsequently incurred by the account and risk of the Indemnifying Party. If the Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, elects to assume assumes the defense of a Third Party the Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as keep the case may be, in connection with Indemnifying Party reasonably informed of the progress of any such defense and (ii) not admit any liability with respect to, or settledefense, compromise or discharge, such Third settlement. The Indemnifying Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume the defense be liable for any settlement of any Third action effected pursuant to and in accordance with this Section 12.5 and for any final judgment (subject to any right of appeal) and the Indemnifying Party Claim, agrees to indemnify and hold harmless the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, does not assume the defense of from and against any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to WEST or Xxxxxx, as the case may be, Damages by reason of such terms and, WEST settlement or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written requestjudgment.

Defense of Claims. If a Third Party Claim is made In connection with any claim that may give rise to indemnity under this Section 7 resulting from or arising out of any claim or Proceeding against an Indemnified Party, (a) WEST Indemnitee by a person or Xxxxxx, as the case may be, will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided entity that in connection with such assumption (i) such counsel is not reasonably objected to by a party hereto, the Indemnified Indemnifying Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should WEST or Xxxxxx, as the case may be, so elect to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, will but shall not be liable obligated to (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST or Xxxxxxrelevant Indemnitee, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume the defense of any Third such claim or Proceeding if the Indemnifying Party Claimwith respect to such claim or Proceeding acknowledges to the Indemnitee the Indemnitee's right to indemnity pursuant hereto to the extent provided herein (as such claim may have been modified through written agreement of the parties or arbitration hereunder) and provide assurances, satisfactory to such Indemnitee, that the Indemnifying Party will be financially able to satisfy such claim to the extent provided herein if such claim or Proceeding is decided adversely. If the Indemnifying Party assumes the defense of any such claim or Proceeding, the Indemnified Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of such claim or Proceeding, shall take all steps necessary in the defense or settlement thereof and shall at all times diligently and promptly pursue the resolution thereof. If the Indemnifying Party shall have assumed the defense of any claim or Proceeding in accordance with this Section 7.4, the Indemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such claim or Proceeding, without the prior written consent of such Indemnitee; PROVIDED, HOWEVER, that the Indemnifying Party shall pay or cause to be paid all amounts arising out of such settlement or judgment concurrently with the effectiveness thereof; PROVIDED, FURTHER, that the Indemnifying Party shall not be authorized to encumber any of the assets of any Indemnitee or to agree to any restriction that would apply to any Indemnitee or to its conduct of business; and PROVIDED, FURTHER, that a condition to any such settlement shall be a complete release of such Indemnitee and its Affiliates, directors, officers, employees and agents with respect to such claim, including any reasonably foreseeable collateral consequences thereof. Such Indemnitee shall be entitled to participate in (but not control) the defense of any such defense action, with its own counsel and at its own expense. Each Indemnitee shall, and shall cause each of its Affiliates, directors, officers, employees and agents to, cooperate fully with the Indemnifying Party in the defense of any claim or Proceeding being defended by the Indemnifying Party pursuant to this Section 7.4. If WEST or Xxxxxx, as the case may be, Indemnifying Party does not assume the defense of any claim or Proceeding resulting therefrom in accordance with the terms of this Section 7.4, such Third Party Claim, the Indemnified Party Indemnitee may defend the same against such claim or Proceeding in such manner as it may deem appropriate, including settling such claim or litigation Proceeding after giving notice of the same to WEST or Xxxxxxthe Indemnifying Party, as the case may be, of on such terms andas such Indemnitee may deem appropriate. If any Indemnifying Party seeks to question the manner in which such Indemnitee defended such claim or Proceeding or the amount of or nature of any such settlement, WEST such Indemnifying Party shall have the burden to prove by a preponderance of the evidence that such Indemnitee did not defend such claim or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written requestProceeding in a reasonably prudent manner.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) WEST or Xxxxxx, as the case may be, Applicable Indemnifying Party will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may beApplicable Indemnifying Party, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) WEST or Xxxxxx, as the case may be, Applicable Indemnifying Party first admits in writing its their joint and several liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should WEST or Xxxxxx, as the case may be, Applicable Indemnifying Party so elect to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, Applicable Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, Applicable Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WESTthe Applicable Indemnifying Party’s or Xxxxxx’prior written consent, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, Applicable Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, Applicable Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to WEST or Xxxxxx, as the case may be, Applicable Indemnifying Party of such terms and, WEST or Xxxxxx, as and the case may be, Applicable Indemnifying Party will promptly reimburse the Indemnified Party upon written request. Anything contained in this Agreement to the contrary notwithstanding, an Applicable Indemnifying Party shall be entitled to assume the defense of any part of a Third Party Claim that seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party.

Defense of Claims. If In those instances in which a Third Party third party Claim is made asserted against an Indemnified Party, (a) WEST or Xxxxxx, as the case may be, will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the an Indemnified Party and (ii) WEST or Xxxxxxis made a party defendant in any third party Claim, as under one of the case may beGuaranties, first admits if the Indemnifying Parties agree in writing its liability to indemnify be bound by and pay the Indemnified Party with respect full amount of any final judgment from which no further appeal may be taken relating to all elements of such claim in full. Should WEST or XxxxxxClaim, as then the case may be, so elect Indemnifying Parties shall have the right to assume the defense of said Claim at the Indemnifying Parties' cost and expense. If the Indemnifying Party does not notify the Indemnified Party that it is assuming the defense of a Third Party Claim, WEST or Xxxxxxwithin 20 days of receiving notice of such Claim from the Indemnified Party, as then if the case may be, will not be liable to Indemnifying Party subsequently assumes the defense of such Claim the Indemnifying Party shall also indemnify the Indemnified Party for any legal the reasonable out-of-pocket professional fees and expenses subsequently and court costs incurred by the Indemnified Party in connection with prior to the defense thereofdate the Indemnifying Party assumed such defense. If WEST or Xxxxxx, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume the defense of any Third Party Claim, the The Indemnified Party shall be entitled to participate in (but not control) such the defense of any Claim, the defense of which is assumed by the Indemnifying Party, with its own counsel and at its own expense. If WEST The Indemnified Parties shall not settle or Xxxxxxcompromise any Claim without the prior written approval of the Indemnifying Parties, as not to be unreasonably withheld or delayed. The Parties shall cooperate in the case may be, does defense of any Claim and the relevant records of each party shall be made available on a timely basis. In the event that the Indemnifying Parties do not assume the defense of any such Third Party a Claim, the Indemnified Party Parties may defend such Claim and the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to WEST or Xxxxxx, as Indemnifying Parties shall reimburse and pay the case may be, Indemnified parties for all reasonable expenses of such terms anddefense, WEST or Xxxxxxincluding, as the case may bewithout limitation, will promptly reimburse the Indemnified Party upon written requestprofessional fees and expenses and court costs.

Defense of Claims. If a Third Subject to the rights and obligations of the Parties under Article VII of this Agreement, the Indemnifying Parties may elect to assume and control the defense of any third party Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party Claim is made against an Indemnified Partyand the payment of expenses related to such Claim, if (a) WEST the Indemnifying Parties acknowledge their obligation to indemnify the Indemnified Party for any Losses resulting from such Claim; and (b) such Claim does not seek to impose any liability or Xxxxxxobligation on the Indemnified Party other than for money damages. If such conditions are satisfied and the Indemnifying Parties elect to assume and control the defense of such Claim, as then (i) the case Indemnifying Parties will not be liable for any settlement of such Claim effected without their consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Parties may be, will be entitled to settle such Claim without the consent of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof andof such Claim, but the Indemnified Party will be responsible for the fees and expenses of such counsel unless (bA) if it so chooses, the Indemnifying Parties have failed to adequately assume the defense thereof of such Claim or to employ counsel with respect thereto or (B) in the reasonable opinion of the Indemnified Party a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Parties that requires representation by separate counsel, in which case the fees and expenses of such separate counsel selected will be paid by WEST or Xxxxxx, as the case may beIndemnifying Parties, provided that in connection with such assumption (i) such no event will the Indemnifying Parties be required to pay the fees and expenses of more than one counsel is not reasonably objected to by the Indemnified Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify for the Indemnified Party with respect to all elements of any Claim. If such claim in full. Should WEST or Xxxxxxconditions are not satisfied, as (i) the case may be, so elect to Indemnified Party shall assume and control the defense of a Third Party such Claim, WEST or Xxxxxxprovided, as however, that if the case may be, will not be liable Indemnifying Parties have previously acknowledged their obligation to indemnify the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with Losses resulting from such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume the defense of any Third Party Claim, the Indemnified Party shall not be entitled to indemnification for any settlement of any such Claim effected without the prior written consent of the Indemnifying Parties, which consent shall not be unreasonably withheld, and (ii) the Indemnifying Parties may participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxxsuch conditions are not satisfied, as the case may be, does not assume the defense of any such Third Party Claimcircumstances, the Indemnified Party may defend shall keep the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to WEST or Xxxxxx, as Indemnifying Parties advised of the case may be, status of such terms and, WEST or Xxxxxx, as Claim and the case may be, will promptly reimburse defense thereof and shall consider in good faith recommendations made by the Indemnified Party upon written requestIndemnifying Parties with respect thereto.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) WEST the Transferor or Xxxxxxthe Servicer, as the case may beapplicable, will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST the Transferor or Xxxxxxthe Servicer, as the case may beapplicable, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) WEST the Transferor or Xxxxxxthe Servicer, as the case may beapplicable, first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should WEST the Transferor or Xxxxxx, as the case may be, Servicer so elect to assume the defense of a Third Party ClaimClaim in accordance with the first sentence of this Section, WEST the Transferor or Xxxxxxthe Servicer, as the case may beapplicable, will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST the Transferor or Xxxxxx, as the case may be, Servicer elects to assume the defense of a Third Party ClaimClaim in accordance with the first sentence of this Section, the Indemnified Party will (i) cooperate in all reasonable respects with WEST the Transferor or Xxxxxx, as the case may be, Servicer in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WESTthe Transferor’s or Xxxxxx’the Servicer’s prior written consent, as the case may be, prior written consent. If WEST the Transferor or Xxxxxx, as the case may be, Servicer shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If WEST the Transferor or Xxxxxx, as the case may be, Servicer does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to WEST or Xxxxxx, as the case may be, Transferor and the Servicer of such terms andterms, WEST and the Transferor or Xxxxxx, as the case may be, Servicer will promptly reimburse the Indemnified Party for all of its Losses upon written request. Anything contained in this Certificate Purchase Agreement to the contrary notwithstanding, neither the Transferor nor the Servicer shall be entitled to assume the defense of any part of a Third Party Claim that seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party, and, if counterclaims exist between the Indemnified Party, on one hand, and the Transferor and/or the Servicer, on the other hand, the Indemnified Party is not subject to the provisions of this Section 8.03 as to such counterclaims.

Defense of Claims. If Within thirty (30) Days after the Indemnifying Party receives a Third Claim Notice, the Indemnifying Party Claim is made against an Indemnified Party, (a) WEST or Xxxxxx, as the case may be, will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by shall notify the Indemnified Party whether or not the Indemnifying Party will assume responsibility for defense and (ii) WEST or Xxxxxx, as payment of the case may be, first admits in writing its liability to indemnify the Claim. The Indemnified Party with respect is authorized, prior to all elements and during such thirty (30) Day period, to file any motion, pleading or other answer that it deems necessary or appropriate to protect its interests, or those of such claim in fullthe Indemnifying Party, and that is not prejudicial to the Indemnifying Party. Should WEST or Xxxxxx, as If the case may be, so elect Indemnifying Party elects not to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, will not be liable to the Indemnified Party responsibility for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as payment of the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, does not assume the defense of any such Third Party Claim, the Indemnified Party may defend against, or enter into any settlement with respect to, the same in such manner Claim as it deems appropriate without relieving the Indemnifying Party of any indemnification obligations the Indemnifying Party may deem appropriate, including settling have with respect to such claim or litigation after giving notice Claim. The Indemnifying Party’s failure to WEST or Xxxxxx, as respond in writing to a Claim Notice within the case may be, thirty (30) Day period shall be deemed an election by the Indemnifying Party not to assume responsibility for defense and payment of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse Claim. If the Indemnifying Party elects to assume responsibility for defense and payment of the Claim: (a) the Indemnifying Party shall defend the Indemnified Party upon against the Claim with counsel of the Indemnifying Party’s choice (reasonably acceptable to Indemnified Party which shall cooperate with the Indemnifying Party in all reasonable respects in such defense), (b) the Indemnifying Party shall pay any judgment entered or settlement with respect to such Claim, (c) the Indemnifying Party shall not consent to entry of any judgment or enter into any settlement with respect to the Claim that (i) does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect to the Claim or (ii) contains terms that may materially and adversely affect the Indemnified Party (other than as a result of money damages covered by the indemnity), and (d) if the Indemnified Party consents to entry of any judgment or enters into any settlement with respect to the Claim without the Indemnifying Party’s prior written requestconsent, then the Indemnified Party shall be conclusively deemed to have waived any right to indemnification under this Agreement with respect to such Claim. In all instances the Indemnified Party may employ separate counsel and participate in defense of a Claim, but the Indemnified Party shall bear all fees and expenses of counsel employed by the Indemnified Party.

Defense of Claims. If a Third In the case of any third party claim, if within 20 days after receiving the notice described in Section 5.4, the Indemnifying Party Claim is made against an Indemnified Party, or Parties (a) WEST or Xxxxxx, as gives written notice to the case may be, will Indemnified Party stating that the Indemnifying Party would be entitled to participate liable under the provisions hereof for indemnity in the defense thereof andamount of such claim if such claim were valid and that the Indemnifying Party disputes and intends to defend against such claim, liability or expense at the Indemnifying Party’s own cost and expense and (b) if it so chooses, provides assurance reasonably acceptable to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party that such indemnification will be paid fully and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify the promptly if required and such Indemnified Party with respect to all elements of such claim in full. Should WEST will not incur cost or Xxxxxxexpense during the proceeding, as then the case may be, so elect Indemnifying Party shall be entitled to assume the defense of a Third such claim and to choose counsel for the defense (subject to the consent of such Indemnified Party Claim, WEST or Xxxxxx, as the case may be, will which consent shall not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (iunreasonably withheld) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with and such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume the defense of any Third Party Claim, the Indemnified Party shall not be entitled required to participate in (but not control) make any payment with respect to such claim, liability or expense as long as the Indemnifying Party is conducting a good faith and diligent defense with its own counsel at its own expense. If WEST or Xxxxxx; provided, as however, that the case may be, does not assume assumption of the defense of any such Third matters by the Indemnifying Party Claimshall relate solely to the claim, liability or expense that is subject or potentially subject to indemnification. If the Indemnifying Party assumes such defense in accordance with the preceding sentence, it shall have the right to settle (provided that any such settlement which results in any adverse consequences to the Indemnified Party may defend shall require the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to WEST or Xxxxxx, as the case may be, consent of such terms andIndemnified Party, WEST or Xxxxxx, as which consent shall not be unreasonably withheld) all indemnifiable matters related to claims by third parties which are susceptible to being settled provided the case may be, will promptly reimburse the Indemnifying Party’s obligation to indemnify such Indemnified Party upon written request.therefor will be fully satisfied by payment of money by the Indemnifying Party pursuant to a settlement which includes a complete release of such

Defense of Claims. If a Third The Indemnifying Party Claim is made against an may elect to assume and control the defense of any Loss Claim, including the employment of counsel reasonably satisfactory to the Indemnified PartyParty and the payment of expenses related thereto, if (a) WEST the Indemnifying Party provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such indemnification obligation; (b) the Loss Claim does not seek to impose any liability or Xxxxxxobligation on the Indemnified Party other than for money damages; and (c) the Loss Claim does not relate to the Indemnified Party’s relationship with its customers or employees. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Loss Claim, as then (i) the case Indemnifying Party shall not be liable for any settlement of such Loss Claim effected without its prior written consent; (ii) the Indemnifying Party may be, will be entitled to settle such Loss Claim without the consent of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof andthereof, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should WEST or Xxxxxx, as the case may be, so elect to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume the defense of any Third Party Claim, but the Indemnified Party shall be entitled responsible for the fees and expenses of such counsel unless the Indemnifying Party has failed to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, does not adequately assume the defense of any such Third Party ClaimLoss Claim or to employ counsel with respect thereto. If such conditions are not satisfied, the Indemnified Party may defend assume and control the same in such manner as it may deem appropriatedefense of the Loss Claim; provided, including settling such claim or litigation after giving notice to WEST or Xxxxxxhowever, as the case may be, of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse that the Indemnified Party upon written requestmay not settle any such Loss Claim 20 without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld (and the Indemnifying Party shall not be liable for any Claims resulting from a settlement effected in violation of this clause).

Defense of Claims. If (i) Promptly after receipt by an indemnified party under this Section 4.9 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a Third Party Claim claim in respect thereof is to be made against an Indemnified Partyany indemnifying party under Sections 4.8 and 4.9, (a) WEST or Xxxxxx, as deliver to the case may be, will be entitled indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in such action at the defense thereof indemnifying party's expense, and, (b) if it to the extent the indemnifying party so choosesdesires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel selected mutually satisfactory to the parties at the indemnifying party's expense; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by WEST one counsel )shall have the right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party or Xxxxxxparties, as the case may be, provided that in connection with by the counsel retained by the indemnifying party would be inappropriate due to actual or potential conflicts of interests between such assumption (i) indemnified party and any other party represented by such counsel is not reasonably objected to by the Indemnified Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in fullproceeding. Should WEST or Xxxxxx, as the case may be, so elect to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may beNo indemnifying party, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, does not assume the defense of any such Third Party Claimclaim or litigation, shall, except with the Indemnified Party may defend consent of each indemnified party, consent to entry of any judgement or enter into any settlement which does not include as an unconditional term thereof the same giving by the claimant or plaintiff to the indemnified party of a release from all liability in such manner as it may deem appropriate, including settling respect to such claim or litigation after giving notice to WEST or Xxxxxx, as the case may be, of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written requestlitigation.

Defense of Claims. If a Third The Indemnifying Party Claim is made against an Indemnified Party, (a) WEST or Xxxxxx, as the case may be, will be entitled elect to participate in assume and control the defense thereof andof any Claim, (b) if it so chooses, including the employment of counsel reasonably satisfactory to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and the payment of expenses related thereto, if (iia) WEST or Xxxxxx, as the case may be, first admits Indemnifying Party acknowledges in writing its liability obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation; (b) the Claim does not seek to impose any liability or obligation on the Indemnified Party other than for money damages; and (c) the Claim does not relate to the Indemnified Party's relationship with respect its customers or employees. If such conditions are satisfied and the Indemnifying Party elects to all elements assume and control the defense of a Claim, then (i) the Indemnifying Party will not be liable for any settlement of such claim Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may settle such Claim without the consent of the Indemnified Party so long as, and only so long as, such settlement includes an unconditional and irrevocable agreement and commitment of the claimant (y) that the Indemnified Party will be released from liability in full. Should WEST respect of the Claim and (z) that such settlement does not require Buyer to take any action or Xxxxxxrefrain from taking any action or; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, as but the case may be, so elect Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to adequately assume the defense of a Third Party Claim, WEST such Claim or Xxxxxx, as the case may be, will not be liable to employ counsel with respect thereto or (B) the Indemnified Party for any legal expenses subsequently incurred by reasonably concludes that a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in connection which case the fees and expenses of such separate counsel will be paid by the Indemnifying Party or (C) the Indemnified Party concludes that the Indemnifying Party does not have the ability to discharge any obligations it may assume under any settlement of a Claim or that the discharge of the Indemnified Party from any liability with the defense thereofrespect to a Claim is not effective or complete. If WEST or Xxxxxx, as the case may be, elects to assume the defense of a Third Party Claimsuch conditions are not satisfied, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense assume and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume control the defense of any Third Party the Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, does not assume the Indemnifying Party assumes defense of any such Third Party a Claim, the Indemnified Party may defend participate, in circumstances other than those described in clause (B) of the same second preceding sentence at its own expense, in such the defense of the Claim, although the Indemnifying Party will be in control of the defense of the Claim. If the Indemnifying Party does not assume control of the defense of the Claim, the Indemnified Party may conduct the defense of the Claim in the manner as it determines to be appropriate, including the right to effect any settlement of the Claim it may deem appropriate, including settling such claim or litigation after giving notice . Each party agrees to WEST or Xxxxxx, as cooperate with the case may be, other party in the defense of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written requestany Claim.

Defense of Claims. If any claim or action by a third party (a “Third Party Claim”) arises after the Closing Date and during the Survival Period for which (i) Seller may be liable to any Purchaser Indemnitee or (ii) Purchaser may be liable to any Seller’s Indemnitee (for purposes of this Section 9.3, Purchaser Indemnitees and Seller’s Indemnitees are sometimes referred to as “Indemnitee(s)” and, Seller and Purchaser are sometimes referred to as “Indemnitor(s)”, in each case, as the context requires), then in such event the affected Indemnitee(s) shall notify their Indemnitor(s) in writing within a reasonable time after such Third Party Claim arises and is made against an Indemnified Party, (aknown to such Indemnitee(s); provided that the Indemnitor(s) WEST or Xxxxxx, as the case may be, will be entitled relieved of its indemnification obligations hereunder solely to participate in the defense thereof and, (b) if extent that it so chooses, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to actually and materially prejudiced by the Indemnified Indemnitee’s failure to provide such notice within a reasonable time after such Third Party and (iiClaim becomes known to Indemnitee(s). If Indemnitor(s) WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should WEST or Xxxxxx, as the case may be, so elect wish to assume the defense of a such Third Party Claim, WEST or Xxxxxx, as then Indemnitor(s) shall give written notice to Indemnitee(s) within twenty (20) days after notice from Indemnitee(s) of such Third Party Claim (unless the case may be, will not be liable Third Party Claim reasonably requires a response in less than twenty (20) days after the notice is given to the Indemnified Party Indemnitor(s), in which event they shall notify Indemnitee(s) at least five (5) days prior to such reasonably required response date), which notice shall constitute an acknowledgement by Indemnitor(s) that it shall provide indemnification to Indemnitee(s) for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, elects to assume the defense of a such Third Party Claim, the Indemnified Party will (iand Indemnitor(s) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, does not thereafter assume the defense of any such Third Party Claim, the Indemnified Party through counsel reasonably satisfactory to Indemnitee(s); provided that Indemnitee(s) may defend the same participate in such manner as it may deem appropriate, including settling defense at their own expense; and provided further that Indemnitor(s) shall not in any event have the right to control the defense of the Third Party Claim if: (I) Indemnitor fails to provide reasonable assurance to the Indemnitee of its intent and ability to defend such claim or litigation after giving notice proceeding, including Indemnitor’s financial capacity to WEST defend such claim (including the right of Indemnitor to call upon its members or Xxxxxxequityholders pursuant to any guaranty or similar agreement); (II) the relief requested includes any injunctive or other equitable relief; (III) such claim involves any criminal action to which the Indemnitee is a party or is with respect to Taxes; or (IV) involves a claim that is reasonably likely to have a material adverse effect on the Indemnitee’s reputation, as the case may be, of such terms and, WEST relations with one or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written requestmore customer or supplier or future business prospects.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) WEST If any Indemnitee receives notice of the assertion of any claim or Xxxxxx, as of the case may be, will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected commencement of any action or proceeding by WEST or Xxxxxx, as the case may be, provided any entity that in connection with such assumption (i) such counsel is not a party to this Agreement or an Affiliate of such a party (a "Third Party Claim") against such Indemnitee, with respect to which an Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnitee will give such Indemnifying Party reasonably objected prompt written notice thereof, but in any event not later than ten (10) business days after receipt of notice of such Third Party Claim; provided, however, that the failure of the Indemnitee to by notify the Indemnified Indemnifying Party and (ii) WEST or Xxxxxx, as shall only relieve the case may be, first admits in writing Indemnifying Party from its liability obligation to indemnify the Indemnified Party with respect Indemnitee pursuant to all elements of such claim in full. Should WEST or Xxxxxx, as the case may be, so elect to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, will not be liable this Article 12 to the Indemnified extent that the Indemnifying Party for any legal expenses subsequently incurred is materially prejudiced by such failure (whether as a result of the Indemnified Party in connection with the defense thereofforfeiture of substantive rights or defenses or otherwise). If WEST or Xxxxxx, as the case may be, elects to assume the defense Upon receipt of notification of a Third Party Claim, the Indemnified Indemnifying Party will (i) cooperate in all reasonable respects with WEST or Xxxxxxshall be entitled, as upon written notice to the case may beIndemnitee, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall to assume the investigation and defense thereof with counsel reasonably satisfactory to the Indemnitee. Whether or not the Indemnifying Party elects to assume the investigation and defense of any Third Party Claim, the Indemnified Party Indemnitee shall be entitled have the right to employ separate counsel and to participate in the investigation and defense thereof; provided, however, that the Indemnitee shall pay the fees and disbursements of such separate counsel unless (but not controli) the employment of such defense with its own separate counsel at its own expense. If WEST or Xxxxxxhas been specifically authorized in writing by the Indemnifying Party, as (ii) the case may be, does not Indemnifying Party has failed to assume the defense of such Third Party Claim within reasonable time after receipt of notice thereof with counsel reasonably satisfactory to such Indemnitee, or (iii) the named parties to the proceeding in which such claim, demand, action or cause of action has been asserted include both the Indemnifying Party and such Indemnitee and, in the reasonable judgment of counsel to such Indemnitee, there exists one or more defenses that may be available to the Indemnitee that are in conflict with those available to the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be liable for the fees and disbursements of more than one counsel for all Indemnified Parties in connection with any one proceeding or any similar or related proceedings arising from the same general allegations or circumstances. Without the prior written consent of the Indemnitee, the Indemnifying Party will not enter into any settlement of any Third Party Claim that would lead to liability or create any financial or other obligation on the part of the Indemnitee unless such settlement includes as an unconditional term thereof the release of the Indemnitee from all liability in respect of such Third Party Claim. If a settlement offer solely for money damages is made by the applicable third party claimant, and the Indemnifying Party notifies the Indemnitee in writing of the Indemnifying Party's willingness to accept the settlement offer and pay the amount called for by such offer without reservation of any rights or defenses against the Indemnitee, the Indemnified Indemnitee may continue to contest such claim, free of any participation by the Indemnifying Party, and the amount of any ultimate liability with respect to such Third Party may defend Claim that the same in Indemnifying Party has an obligation to pay hereunder shall be limited to the lesser of (A) the amount of the settlement offer that the Indemnitee declined to accept plus the Losses of the Indemnitee relating to such manner as it may deem appropriate, including settling Third Party Claim through the date of its rejection of the settlement offer or (B) the aggregate Losses of the Indemnitee with respect to such claim or litigation after giving notice to WEST or Xxxxxx, as the case may be, of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written requestclaim.

Defense of Claims. If a Third The Indemnifying Party Claim is made against an Indemnified Party, (a) WEST or Xxxxxx, as the case may be, will be entitled elect to participate in assume and control the defense thereof andof any Claim, (b) if it so chooses, including the employment of counsel reasonably satisfactory to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and the payment of expenses related thereto, if (iia) WEST or Xxxxxx, as the case may be, first admits in writing Indemnifying Party acknowledges its liability obligation to indemnify the Indemnified Party for any Losses resulting from such Claim and provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such obligation; (b) the Claim does not seek to impose any liability or obligation on the Indemnified Party other than for money damages; and (c) the Claim does not relate to the Indemnified Party's relationship with respect its customers or employees. If such conditions are satisfied and the Indemnifying Party elects to all elements assume and control the defense of a Claim, then (i) the Indemnifying Party will not be liable for any settlement of such claim Claim effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may settle such Claim without the consent of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in full. Should WEST or Xxxxxxthe defense thereof, as but the case may be, so elect Indemnified Party will be responsible for the fees and expenses of such counsel unless (A) the Indemnifying Party has failed to adequately assume the defense of such Claim or to employ counsel with respect thereto or (B) a Third Party Claim, WEST or Xxxxxx, as conflict of interest exists between the case may be, will not be liable to interests of the Indemnified Party for any legal and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses subsequently incurred of such separate counsel will be paid by the Indemnified Party in connection with the defense thereofIndemnifying Party. If WEST or Xxxxxx, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) conditions are not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, does not assume the defense of any such Third Party Claimsatisfied, the Indemnified Party may defend assume and control the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to WEST or Xxxxxx, as defense of the case may be, of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written requestClaim.

Defense of Claims. If a Third Party Claim is made against an No right to indemnification under this Article X shall be available to any party otherwise entitled to indemnification (the "Indemnified Party"), unless such Indemnified Party gives to the party obligated to provide indemnification to such Indemnified Party (athe "Indemnitor") WEST or Xxxxxx, as a notice (a "Claim Notice") describing in reasonable detail the case facts giving rise to any claim for indemnification hereunder promptly after the receipt of knowledge of the facts upon which such claim is based (but in no event later than ten (10) days prior to the time any response to the asserted claim is required); except that the failure of any Indemnified Party to so notify the Indemnitor will not relieve the Indemnitor from any liability it may be, will be entitled have if and to participate in the defense thereof and, (b) if it so chooses, to assume extent the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel Indemnitor is not reasonably objected to prejudiced by such omission. Upon receipt by the Indemnified Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify the Indemnitor of a Claim Notice from an Indemnified Party with respect to all elements any claim of a third party, such Indemnitor may control negotiations towards the resolution of any such claim in full. Should WEST or Xxxxxxwithout the necessity for litigation, as the case may beand, so elect to if litigation ensues, assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, will not be liable thereof at such Indemnitor's cost and with counsel reasonably satisfactory to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST or XxxxxxParty, as the case may be, elects to assume the defense of a Third Party Claim, and the Indemnified Party will extend reasonable cooperation in the defense or prosecution thereof and will furnish such records, information and testimony and attend all such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. The Indemnified Party will have the right to employ its own counsel in any such case, but the fees and expenses of such counsel will be at the expense of the Indemnified Party unless (i) cooperate in all reasonable respects with WEST the Indemnitor does not promptly employ counsel reasonably satisfactory to such Indemnified Party to take charge of the defense of such action or Xxxxxx, as the case may be, in connection with such defense and (ii) not admit such Indemnified Party reasonably concludes, based upon the opinion of its outside legal counsel, that there may be one or more legal defenses available to it, or to any liability other Indemnified Party who has submitted a Claim Notice to the Indemnitor, which are different from or additional to those available to the Indemnitor, in either of which events such reasonable fees and expenses will be borne by the Indemnitor (but in no event will the Indemnitor be required to pay the fees and expenses of more than one counsel employed by more than one Indemnified Party with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as to any claim) and the case may be, prior written consent. If WEST or Xxxxxx, as Indemnitor will not have the case may be, shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled right to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, does not assume direct the defense of any such Third Party Claimaction on behalf of the Indemnified Party. The Indemnitor will have the right, in its sole discretion, to settle any claim for monetary damages for which indemnification has been sought and is available hereunder, except that neither Indemnitor nor the Indemnified Party will settle, compromise or make any disposition of any claim under this Article X which would or may defend the same result in such manner as it may deem appropriate, including settling such claim or litigation after giving notice liability to WEST or Xxxxxx, as the case may be, of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon or Indemnitor, respectively, without the written requestconsent of Indemnitee or Indemnitor, respectively.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) WEST or Xxxxxx, as the case may be, will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to Upon receipt by the Indemnified Indemnifying Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify of a notice from the Indemnified Party with respect to all elements any claim of a third party against the Indemnified Party, and acknowledgment by the Indemnifying Party (whether after resolution of a dispute or otherwise) of the Indemnified Party’s right to indemnification hereunder with respect to such claim, the Indemnifying Party shall assume the defense of such claim with counsel reasonably satisfactory to the Indemnified Party and the Indemnified Party shall cooperate to the extent reasonably requested by the Indemnifying Party in fulldefense or prosecution thereof, provided that the Indemnified Party is reimbursed by the Indemnifying Party for its costs in connection with such cooperation. Should WEST or Xxxxxx, as If the case may be, so Indemnifying Party shall acknowledge the Indemnified Party’s right to indemnification and elect to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume the defense of any Third Party Claimclaim, the Indemnified Party shall be entitled have the right to participate in (but not control) such defense with employ its own counsel in any such case, but the fees and expenses of such counsel shall be at its own expensethe expense of the Indemnified Party, unless there is, under applicable standards of conduct, a conflict on any significant issue between Indemnifying Party and the Indemnified Party that makes it improper for one counsel to represent both parties, in which case the reasonable fees and expenses of such counsel shall be at the expense of the Indemnifying Party. If WEST the Indemnifying Party has assumed the defense of any claim against the Indemnified Party, the Indemnifying Party shall have the right to settle any claim for which indemnification has been sought and is available hereunder; provided that, to the extent that such settlement requires the Indemnified Party to take, or Xxxxxxprohibits the Indemnified Party from taking, as any action or purports to obligate the case may beIndemnified Party, then the Indemnifying Party shall not settle such claim without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld. If the Indemnifying Party does not assume the defense of any a third party claim and disputes the Indemnified Party’s right to indemnification, the Indemnifying Party shall have the right to participate in the defense of such Third Party Claimclaim through counsel of its choice, at the Indemnifying Party’s expense, and the Indemnified Party may defend shall have control over the same in such manner as it may deem appropriate, including settling litigation and authority to resolve such claim or litigation after giving notice subject to WEST or Xxxxxx, as the case may be, of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written requestthis Schedule 19(e).

Defense of Claims. If a Third Party Claim is made against an a Purchase and Sale Indemnified Party, (a) WEST or Xxxxxx, as the case may be, Transferor will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST or XxxxxxTransferor; provided that, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Purchase and Sale Indemnified Party, (ii) no material conflict of interest shall exist in relation to such Third Party Claim between such Purchase and Sale Indemnified Party and Transferor, and (iiiii) WEST or Xxxxxx, as the case may beTransferor, first admits in writing its liability to indemnify the Purchase and Sale Indemnified Party with respect to all elements of such claim in fullfull to the extent such claim is valid. Should WEST or Xxxxxx, as the case may be, Transferor so elect to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, Transferor will not be liable to the Purchase and Sale Indemnified Party for any legal expenses subsequently incurred by the Purchase and Sale Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, Transferor elects to assume the defense of a Third Party Claim, the Purchase and Sale Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, Transferor in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’Transferor's prior written consent, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, Transferor shall assume the defense of any Third Party Claim, the Purchase and Sale Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, Transferor does not assume the defense of any such Third Party Claim, the Purchase and Sale Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving prompt notice to WEST or Xxxxxx, as the case may be, Transferor of such terms and, WEST or Xxxxxx, as the case may be, Transferor will promptly reimburse the Purchase and Sale Indemnified Party upon written request. Anything contained in this Agreement to the contrary notwithstanding, Transferor shall not be entitled to assume the defense of any part of a Third Party Claim that seeks an order, injunction or other equitable relief or relief for other than money damages against the Purchase and Sale Indemnified Party.

Defense of Claims. If any action or ----------------- proceeding (including any governmental investigation or inquiry) shall be brought or asserted or threatened to be brought or asserted against a Third party (the "Indemnified Party") in respect of which indemnity may be sought from the other party (the "Indemnifying Party"), such Indemnified Party Claim is made against an shall promptly notify the Indemnifying Party in writing, and the Indemnifying Party shall assume the defense thereof, including the employment of counsel satisfactory to such Indemnified Party and the payment of all expenses. The Indemnifying Party shall not, except with the written consent of the Indemnified Party, (a) WEST consent to the entry of a judgment or Xxxxxx, settlement which does not include as an unconditional term thereof the case may be, will be entitled giving by the claimant or plaintiff to the Indemnified Party of an unconditional release from all 45 30 liability in respect of such third party claim or demand. The Indemnified Party shall have the right to employ separate counsel in any such action and to participate in the defense thereof andthereof, but the fees and expenses of such counsel shall be the expense of such Indemnified Party unless: (a) the Indemnifying Party has agreed to pay such fees and expenses; or (b) if it so chooses, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Indemnifying Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should WEST or Xxxxxx, as the case may be, so elect shall have failed to assume the defense of a Third Party Claim, WEST such action or Xxxxxx, as the case may be, will not be liable proceeding or shall have failed to the Indemnified Party for any legal expenses subsequently incurred by the employ counsel reasonably satisfactory to such Indemnified Party in connection with any such action or proceeding; or (c) the defense thereof. If WEST named parties to any such action or Xxxxxxproceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying Party, as and such Indemnified Party shall have been advised by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the case may beIndemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall not have the right to assume the defense of a Third such action or proceeding on behalf of such Indemnified Party, it being understood, however, that the Indemnifying Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may beshall not, in connection with any one such defense action or proceeding or separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and (ii) expenses of more than one separate firm of attorneys at any time for such Indemnified Party). The Indemnifying Party shall not admit be liable for any liability with respect to, settlement of any such action or settle, compromise or discharge, such Third Party Claim proceeding effected without WEST’s or Xxxxxx’, as the case may be, prior its written consent, but if settled with its written consent or if there be a final judgment for the plaintiff in any such action or proceeding, the Indemnifying Party agrees to indemnify and hold harmless such Indemnified Parties from and against any loss or liability by reason of such settlement or judgment. If WEST or Xxxxxx, as the case may be, either party shall assume the defense of claim indemnification for Damages hereunder for any Third Party Claimclaim other than a third party claim, the Indemnified Party shall promptly notify the Indemnifying Party of the nature of the claim and the amount of the Damages and payment therefor shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as made by the case may be, does not assume the defense of any such Third Indemnifying Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to WEST or Xxxxxx, as the case may be, forthwith upon receipt of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written requestnotice.

Defense of Claims. (a) If any Indemnitee receives notice of the assertion of any claim or cause of action or of the commencement of any action, proceeding or investigation by any Person (including any Governmental Authority) who is not a party to this Agreement or an Affiliate of such a party (a "Third Party Claim") against such Indemnitee, with respect to which an Indemnifying Party is obligated to provide indemnification under this Agreement, the Indemnitee will give such Indemnifying Party prompt written notice thereof, but in any event not later than 30 calendar days after receipt of such notice of such Third Party Claim. Such notice will describe the Third Party Claim is made against an Indemnified Partyin reasonable detail, (a) WEST and will indicate the estimated amount, if reasonably practicable, of the Indemnifiable Loss that has been or Xxxxxx, as the case may be, will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to sustained by the Indemnified Indemnitee. The Indemnifying Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should WEST or Xxxxxx, as the case may be, so elect to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume the defense of any Third Party ClaimClaim at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel (reasonably satisfactory to the Indemnitee), and the Indemnitee will cooperate in good faith in such defense; provided, however, that the Indemnifying Party shall not have the right to assume the defense of any Third Party Claim if the named parties to any such action or proceeding (including any impleaded parties) include both the Indemnitee and the Indemnifying Party and the Indemnitee shall have been advised by counsel that there are one or more legal or equitable defenses available to the Indemnitee which are different from or additional to those available to the Indemnifying Party so as to result in a potential conflict of interest between the Indemnitee and the Indemnifying Party; then, if the Indemnitee notifies the Indemnifying Party in writing that the Indemnitee elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnified Indemnifying Party shall not have the right to assume the defense of the Indemnitee, it being understood, however, that the Indemnifying Party shall not, in connection with any one such action or proceeding in separate but substantially similar or related actions or proceedings in the same jurisdiction arising out of the same general allegations or circumstances, be liable for the reasonable fees and expenses of more than one separate firm of attorneys (in addition to local counsel if appropriate) at any time for all Indemnitees. Notwithstanding anything in this Section 8.3, if Seller is an Indemnifying Party with respect to a Third Party Claim relating to, resulting from or arising out of (i) Taxes of Seller incurred on or before the Closing Date, or (ii) an Indemnifiable Loss under Section 8.2(a)(iii) (collectively, "Seller's Third Party Claims"), then Seller, by giving written notice to the Indemnitee, shall at all times have the right to assume the defense of such Third Party Claim. In the event the Indemnifying Party shall not have assumed the defense and the Indemnitee is conducting the defense, the Indemnifying Party shall be entitled to participate monitor the defense by the Indemnitee, to consult with the Indemnitee with respect to such claim and to be kept fully informed by the Indemnitee of such Third Party Claim, which shall include, without limitation, the right to review and obtain copies of all pleadings, motions and correspondence, and other non-privileged documentation and information in (but not control) connection with such defense with its own counsel at its own expense. If WEST or XxxxxxThird Party Claim, in each case as the case Indemnifying Party may bereasonably request. The Indemnifying Party and the Indemnitee shall make available to each other and their attorneys and accountants as reasonably requested all books and records relating to Third Party Claims, does not and the parties hereto agree to render to each other such assistance as they may reasonably require to ensure the proper and adequate defense of any Third Party Claim. The right to assume the defense of any Third Party Claim shall include, without limitation, the right to assert, for the benefit of the Indemnitee, cross-claims and counterclaims in connection with such Third Party Claim which are directly related to such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to WEST or Xxxxxx, as the case may be, of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written request.

Defense of Claims. If any Indemnitee receives notice of the assertion of any claim or of the commencement of any action or proceeding by any entity that is not a party to this Agreement (a “Third Party Claim Claim”) against such Indemnitee, with respect to which an Indemnifying Party is made against an Indemnified Partyobligated to provide indemnification under this Agreement, the Indemnitee will give such Indemnifying Party reasonably prompt written notice thereof, but in any event not later than ten (a10) WEST or Xxxxxxcalendar days after receipt of notice of such Third Party Claim; provided, as however, that the case may be, will be entitled failure of the Indemnitee to participate in notify the defense thereof and, (b) if it so chooses, to assume Indemnifying Party shall only relieve the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Indemnifying Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing from its liability obligation to indemnify the Indemnified Party with respect Indemnitee pursuant to all elements of such claim in full. Should WEST or Xxxxxx, as the case may be, so elect to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, will not be liable this Article to the Indemnified extent that the Indemnifying Party for any legal expenses subsequently incurred is materially prejudiced by such failure (whether as a result of the Indemnified Party in connection with the defense thereofforfeiture of substantive rights or defenses or otherwise). If WEST or Xxxxxx, as the case may be, elects to assume the defense Upon receipt of notification of a Third Party Claim, the Indemnified Indemnifying Party will (i) cooperate in all reasonable respects with WEST or Xxxxxxshall be entitled, as upon written notice to the case may beIndemnitee, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall to assume the investigation and defense thereof. Whether or not the Indemnifying Party elects to assume the investigation and defense of any Third Party Claim, the Indemnified Party Indemnitee shall be entitled have the right to employ separate counsel and to participate in the investigation and defense thereof; provided, however, that the Indemnitee shall pay the fees and disbursements of such separate counsel unless (but not controli) the employment of such defense with its own separate counsel at its own expense. If WEST or Xxxxxxhas been specifically authorized in writing by the Indemnifying Party, as (ii) the case may be, does not Indemnifying Party has failed to assume the defense of such Third Party Claim within a reasonable time after receipt of notice thereof, or (iii) the named parties to the proceeding in which such claim, demand, action or cause of action has been asserted include both the Indemnifying Party and such Indemnitee and, in the reasonable judgment of counsel to such Indemnitee, there exists one or more defenses that may be available to the Indemnitee that are in conflict with those available to the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party shall not be liable for the fees and disbursements of more than one counsel for all Indemnitees in connection with any one proceeding or any similar or related proceedings arising from the same general allegations or circumstances. Without the prior written consent of the Indemnitee, the Indemnifying Party will not enter into any settlement of any Third Party Claim that would lead to liability or create any financial or other obligation on the part of the Indemnitee unless such settlement includes as an unconditional term thereof the release of the Indemnitee from all liability in respect of such Third Party Claim. If a settlement offer solely for money damages is made by the applicable third party claimant, and the Indemnifying Party notifies the Indemnitee in writing of the Indemnifying Party’s willingness to accept the settlement offer and pay the amount called for by such offer without reservation of any rights or defenses against the Indemnitee, the Indemnified Indemnitee may continue to contest such claim, free of any participation by the Indemnifying Party, and the amount of any ultimate liability with respect to such Third Party may defend Claim that the same Indemnifying Party has an obligation to pay hereunder shall be limited to the lesser of (A) the sum of the settlement offer that the Indemnitee declined to accept plus any Indemnifiable Losses in excess of those relating to the Third Party Claim through the date of its rejection of the settlement offer or (B) the aggregate Indemnifiable Losses of the Indemnitee with respect to such manner as it may deem appropriate, including settling such claim or litigation after giving notice to WEST or Xxxxxx, as the case may be, of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written requestclaim.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) WEST or Xxxxxx, as In the case of any claim for indemnification under Section 11.1, 11.2 or 11.3 arising from a claim of a third party (including the IRS or any Governmental Authority), an indemnified party shall give prompt written notice and, subject to the following sentence, in no case later than twenty (20) days after the indemnified party’s receipt of notice of such claim, to the indemnifying party of any claim, suit or demand of which such indemnified party has Knowledge and as to which it may berequest indemnification hereunder. The failure to give such notice shall not, however, relieve the indemnifying party of its indemnification obligations except to the extent that the indemnifying party is actually harmed thereby. The indemnifying party shall have the right to defend and to direct the defense against any such claim, suit or demand (including, without limitation, any ERISA Claim, any Tax Claim, any Government Contract Claim, any Special Claims, any Certificate of Capitalization Claim, and claims relating to Section 11.3), in its name and at its expense (or in the Company’s name, if required), and with counsel selected by the indemnifying party provided, however, the indemnifying party shall not have the right to defend or direct the defense of any such claim, suit or demand if it refuses to acknowledge fully its obligations to the indemnified party or contests, in whole or in part, its indemnification obligations therefor and further provided, the indemnifying party shall not have the right to defend or direct the defense of such claim, suit or demand if: (i) the third party asserting the claim is a Customer of the Company, unless the indemnifying party is the Purchaser; (ii) an adverse judgment with respect to the claim, will establish a precedent materially adverse to the continuing business interests of the Company unless the indemnifying party is the Purchaser; (iii) there is a conflict of interest between the indemnified party and the indemnifying party in the conduct of such defense; or (iv) such claim, suit or demand seeks an injunction or other equitable relief against the indemnified party. If the indemnifying party elects, and is entitled, to compromise or defend such claim, it shall within thirty (30) days (or sooner, if the nature of the claim so requires) notify the indemnified party of its intent to do so, and the indemnified party shall, at the request and expense of the indemnifying party, cooperate in the defense of such claim, suit or demand. If the indemnifying party elects not to compromise or defend such claim, fails to notify the indemnified party of its election as herein provided or refuses to acknowledge or contests its obligation to indemnify under this Agreement, the indemnified party may pay, compromise or defend such claim. Except as set forth in the immediately preceding sentence, the indemnifying party shall have no indemnification obligations with respect to any such claim, suit or demand which shall be entitled settled by the indemnified party without the prior written consent of the indemnifying party (which consent shall not be unreasonably withheld or delayed); provided, however, that notwithstanding the foregoing, the indemnified party shall not be required to refrain from paying any claim which has matured by a court judgment or decree, unless an appeal is duly taken therefrom and exercise thereof has been stayed, nor shall it be required to refrain from paying any claim where the delay in paying such claim would result in the foreclosure of a lien upon any of the property or assets then held by the indemnified party or where any delay in payment would cause the indemnified party material economic loss. The indemnifying party’s right to direct the defense shall include the right to compromise or enter into an agreement settling any claim by a third party; provided that no such compromise or settlement shall obligate the indemnified party to agree to any settlement which requires the taking of any action by the indemnified party other than the delivery of a release, except with the consent of the indemnified party (such consent to be withheld or delayed only for a good faith reason). Notwithstanding the indemnifying party’s right to compromise or settle in accordance with the immediately preceding sentence, the indemnifying party may not settle or compromise any claim over the objection of the indemnified party; provided, however, that consent by the indemnified party to settlement or compromise shall not be unreasonably withheld or delayed. The indemnified party shall have the right to participate in the defense thereof andof any claim, (b) if it so chooses, to assume the defense thereof suit or demand with counsel selected by WEST or Xxxxxxit subject to the indemnifying party’s right to direct the defense. The fees and disbursements of such counsel shall be at the expense of the indemnified party; provided, as however, that, in the case may beof any claim, provided that in connection with such assumption (i) suit or demand which seeks injunctive or other equitable relief against the indemnified party, the fees and disbursements of such counsel is not reasonably objected to by the Indemnified Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should WEST or Xxxxxx, as the case may be, so elect to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, does not assume expense of the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to WEST or Xxxxxx, as the case may be, of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written requestindemnifying party.

Defense of Claims. (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any Person who is not a party to this Agreement or any Affiliate of a party to this Agreement (a "Third Party Claim") with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee will give such Indemnifying Party prompt written notice thereof, but in any event not later than twenty (20) days after the Indemnitee's receipt of notice of such Third Party Claim. Such notice shall describe the nature of the Third Party Claim is in reasonable detail (including a copy of the Third Party Claim if made against an Indemnified Partyin writing) and will indicate the estimated amount, (a) WEST if practicable, of the Indemnifiable Loss that has been or Xxxxxxmay be sustained by the Indemnitee. The Indemnifying Party will have the right, by giving written notice to the Indemnitee as the case may be, will be entitled to participate in the defense thereof and, (b) if it so choosesprovided below, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should WEST or Xxxxxx, as the case may be, so elect to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel, as by all appropriate proceedings, which proceedings will be diligently prosecuted, and the case may be, prior written consentIndemnitee will upon request of an Indemnifying Party cooperate in good faith in such defense at the Indemnifying Party's expense. If WEST or Xxxxxx, as the case may be, shall assume Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in is hereby authorized (but not control) obligated), at the expense of the Indemnified Party, to file any motion, answer or other pleading and to take any other action which the Indemnified Party deems necessary or appropriate to protect the Indemnified Party's interests, provided that such action is not prejudicial to the Indemnifying Party's defense with its own counsel at its own expensein any material respect. If WEST or XxxxxxNotwithstanding the assumption of defense by the Indemnifying Party, as the case Indemnitee may be, does not assume take over the control of the defense or settlement of a Third Party Claim at any time if it irrevocably waives its right to indemnity with respect to such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to WEST or Xxxxxx, as the case may be, of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written request.

Defense of Claims. The Indemnifying Party may elect to assume and control the defense of any Loss Claim, including the employment of counsel reasonably satisfactory to the Indemnified Party and the payment of expenses related thereto, if (a) the Indemnifying Party provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such indemnification obligation; (b) the Loss Claim does not seek to impose any liability or obligation on the Indemnified Party other than for money damages; and (c) the Loss Claim does not relate to the Indemnified Party's relationship with its customers or employees. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Third Loss Claim, then (i) the Indemnifying Party will not be liable for any settlement of such Loss Claim is made against an effected without its consent; (ii) the Indemnifying Party may settle such Loss Claim with the consent of the Indemnified Party, which consent shall not be unreasonably withheld; and (aiii) WEST or Xxxxxx, as the case Indemnified Party may be, will be entitled to employ separate counsel and participate in the defense thereof andthereof, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by but the Indemnified Party will be responsible for the fees and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify the Indemnified Party with respect to all elements expenses of such claim in full. Should WEST or Xxxxxx, as counsel unless the case may be, so elect Indemnifying Party has failed to adequately assume the defense of a Third Party Claim, WEST such Loss Claim or Xxxxxx, as the case may be, will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection employ counsel with the defense thereofrespect thereto. If WEST or Xxxxxx, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) conditions are not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, does not assume the defense of any such Third Party Claimsatisfied, the Indemnified Party may defend assume and control the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to WEST or Xxxxxx, as defense of the case may be, of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse Loss Claim; provided that the Indemnified Party upon written requestmay not settle any such Loss Claim without the consent of the Indemnifying Party, which consent will not be unreasonably withheld (and the Indemnifying Party will not be liable for any Claims resulting from a settlement effected in violation of this clause).

Defense of Claims. If (a) Promptly after the receipt by an Indemnified Party or Parties of a Third notice of the commencement of any action, suit, proceeding, investigation or claim against such Indemnified Party Claim is made against or Parties as to which it proposes to demand indemnification from the Seller or Servicer (either or both such parties, as applicable, the "Indemnifying Party" or "Parties") pursuant to Section 3.1 or 3.2, as applicable, such Indemnified Party or Parties shall notify the Indemnifying Party or Parties in writing of the commencement thereof; but the failure so to notify the Indemnifying Party or Parties will not relieve such Indemnifying Party or Parties from any liability which such Indemnifying Party or Parties may have to such Indemnified Party or Parties pursuant to Section 3.1 or 3.2, as applicable, unless and to the extent that such failure results in a material impairment of the Indemnifying Party or Parties ability to defend such action, suit, proceeding, investigation or claim in accordance with the terms of this Section 3.3. After such notice, if (i) an Indemnifying Party or Parties shall acknowledge (without prejudice to any exclusion of Indemnified Amounts as a result of an Indemnified Party, (a's gross negligence or willful misconduct pursuant to Section 3.1 or 3.2) WEST in writing to such Indemnified Party or XxxxxxParties that such Indemnifying Party or Parties shall be obligated to indemnify such Indemnified Party or Parties for any Indemnified Amounts described in Section 3.1 or 3.2, as the case may beapplicable, will be entitled with respect to participate in the defense thereof andsuch action, (b) if it so choosessuit, to assume the defense thereof with counsel selected by WEST proceeding, investigation or Xxxxxxclaim, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) WEST the defendants in, or Xxxxxxtargets of, as any such action, suit, proceeding, investigation or claim include both the case may be, first admits in writing its liability to indemnify the Indemnifying Party or Parties and any such Indemnified Party with respect to all elements of such claim in full. Should WEST or XxxxxxParties, as and (iii) no Termination Event or Unmatured Termination Event shall have occurred and be continuing, the case may beIndemnifying Party or Parties, so elect to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, will not be liable to the extent that it or they shall wish, jointly with such Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST or XxxxxxParties, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate therein in (but not control) defense of such action, suit, proceeding or investigation, and the Indemnifying Party or Parties and such Indemnified Party or Parties shall cooperate in the defense with its own thereof and shall retain counsel reasonably satisfactory to the Indemnifying Party or Parties and such Indemnified Party or Parties to undertake the joint defense of such Indemnifying Party or Parties and such Indemnified Party or Parties at its own such Indemnifying Party's or Parties' cost, risk and expense. If WEST (i) in the reasonable opinion of such Indemnified Party or XxxxxxParties, as the case engagement of such counsel would present a conflict of interest that would prevent such counsel from effectively undertaking such joint defense, (ii) such Indemnified Party or Parties reasonably conclude that there may bebe legal defenses available to it or them that are different from or in addition to those available to such Indemnifying Party or Parties, does not assume the defense of (iii) such Indemnifying Party or Parties fail to employ counsel reasonably satisfactory to such Indemnified Party or Parties in a timely manner, or (iv) a Termination Event or Unmatured Termination Event shall have occurred and be continuing, then such Indemnified Party or Parties may employ separate counsel to represent or defend it or them in any such Third action, suit, proceeding or investigation and such Indemnifying Party Claimor Parties shall pay all fees, expenses and disbursements of such counsel; provided, however, that in no event shall such Indemnifying Party or Parties be liable for the fees, expenses and disbursements of more than one counsel representing all Indemnified Party may defend Parties that are related to the same in such manner as it may deem appropriateFunding Agent and that are parties to the same action, including settling such claim suit, proceeding, investigation or litigation after giving notice to WEST or Xxxxxx, as the case may be, of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written requestclaim.

Defense of Claims. (a) If any Indemnity receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any Person who is not a Party to this Agreement or any Affiliate of a Party to this Agreement (a "THIRD PARTY CLAIM"), including but not limited to an information document request or a notice of proposed disallowance issued by the Internal Revenue Service relating to a matter covered by Section 5.7, with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnity shall give such Indemnifying Party reasonably prompt written notice thereof, but in any event such notice shall not be given later than twenty (20) calendar days after the Indemnitee's receipt of notice of such Third Party Claim. Such notice shall describe the nature of the Third Party Claim is made against an Indemnified Partyin reasonable detail and shall indicate the estimated amount, (a) WEST if practicable, of the Indemnifiable Loss that has been or Xxxxxx, as may be sustained by the case may be, Indemnity. The Indemnifying Party will be entitled have the right to participate in or, by giving written notice to the defense thereof and, (b) if it so choosesIndemnity, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should WEST or Xxxxxx, as the case may be, so elect to assume the defense of a any Third Party ClaimClaim at such Indemnifying Party's expense and by such Indemnifying Party's own counsel, WEST or Xxxxxx, as provided that the case may be, will not be liable to counsel for the Indemnified Indemnifying Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, elects to assume who shall conduct the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as shall be reasonably satisfactory to the case may be, prior written consentIndemnity. The Indemnity shall cooperate in good faith in such defense at such Indemnitee's own expense. If WEST or Xxxxxx, as the case may be, shall an Indemnifying Party elects not to assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If WEST Indemnity may compromise or Xxxxxx, as the case may be, does not assume the defense of any settle such Third Party ClaimClaim over the objection of the Indemnifying Party, which settlement or compromise shall conclusively establish the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice Indemnifying Party's liability pursuant to WEST or Xxxxxx, as the case may be, of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written requestthis Agreement.

Defense of Claims. If a Third Party Claim is made against an ----------------- Indemnified Party, (a) WEST or Xxxxxx, as the case may be, Applicable Indemnifying Party will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may beApplicable Indemnifying Party, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) WEST or Xxxxxx, as the case may be, Applicable Indemnifying Party first admits in writing its their joint and several liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should WEST or Xxxxxx, as the case may be, Applicable Indemnifying Party so elect to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, Applicable Indemnifying Party will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, Applicable Indemnifying Party elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, Applicable Indemnifying Party in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’the Applicable Indemnifying Party's prior written consent, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, Applicable Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, Applicable Indemnifying Party does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to WEST or Xxxxxx, as the case may be, Applicable Indemnifying Party of such terms and, WEST or Xxxxxx, as and the case may be, Applicable Indemnifying Party will promptly reimburse the Indemnified Party upon written request. Anything contained in this Certificate Purchase Agreement to the contrary notwithstanding, neither the Applicable Indemnifying Party shall be entitled to assume the defense of any part of a Third Party Claim that seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) WEST the Seller or XxxxxxAFL, as the case may beapplicable, will be entitled to participate in the defense thereof and, (b) if it either so chooses, to assume the defense thereof with counsel selected by WEST the Seller or Xxxxxx, as the case may beAFL, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) WEST the Seller or Xxxxxx, as the case may beAFL, first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should WEST the Seller or Xxxxxx, as the case may be, AFL so elect to assume the defense of a Third Party Claim, WEST or Xxxxxx, as neither the case may be, Seller nor AFL will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST the Seller or Xxxxxx, as the case may be, AFL elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, Seller and AFL in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s the Seller's or Xxxxxx’AFL's prior written consent, as the case may be, prior written consent. If WEST the Seller or Xxxxxx, as the case may be, AFL shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If WEST the Seller or Xxxxxx, as the case may be, AFL does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to WEST or Xxxxxx, as the case may be, Seller and AFL of such terms and, WEST or Xxxxxx, as the case may be, Seller and AFL will promptly reimburse the Indemnified Party upon written request. Anything contained in this Note Purchase Agreement to the contrary notwithstanding, neither the Seller nor AFL shall be entitled to assume the defense of any part of a Third Party Claim that seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party.

Defense of Claims. If a Third Party Claim is made against an No right to indemnification under this Article X shall be available to any party otherwise entitled to indemnification (the "Indemnified Party"), unless such Indemnified Party gives to the party obligated to provide indemnification to such Indemnified Party (athe "Indemnitor") WEST or Xxxxxx, as a notice (a "Claim Notice") describing in reasonable detail the case facts giving rise to any claim for indemnification hereunder promptly after the receipt of knowledge of the facts upon which such claim is based (but in no event later than ten (10) days prior to the time any response to the asserted claim is required); except that the failure of any Indemnified Party to so notify the Indemnitor will not relieve the Indemnitor from any liability it may be, will be entitled have if and to participate in the defense thereof and, (b) if it so chooses, to assume extent the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel Indemnitor is not reasonably objected to prejudiced by such omission. Upon receipt by the Indemnified Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify the Indemnitor of a Claim Notice from an Indemnified Party with respect to all elements any claim of a third party, such Indemnitor may control negotiations towards the resolution of any such claim in full. Should WEST or Xxxxxxwithout the necessity for litigation, as the case may beand, so elect to if litigation ensues, assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, will not be liable thereof at such Indemnitor's cost and with counsel reasonably satisfactory to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST or XxxxxxParty, as the case may be, elects to assume the defense of a Third Party Claim, and the Indemnified Party will extend reasonable cooperation in the defense or prosecution thereof and will furnish such records, information and testimony and attend all such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. The Indemnified Party will have the right to employ its own counsel in any such case, but the fees and expenses of such counsel will be at the expense of the Indemnified Party unless (i) cooperate in all reasonable respects with WEST the Indemnitor does not promptly employ counsel reasonably satisfactory to such Indemnified Party to take charge of the defense of such action or Xxxxxx, as the case may be, in connection with such defense and (ii) not admit such Indemnified Party reasonably concludes, based upon the opinion of its outside legal counsel, that there may be one or more legal defenses available to it, or to any liability other Indemnified Party who has submitted a Claim Notice to the Indemnitor, which are different from or additional to those available to the Indemnitor, in either of which events such reasonable fees and expenses will be borne by the Indemnitor (but in no event will the Indemnitor be required to pay the fees and expenses of more than one counsel employed by more than one Indemnified Party with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as to any claim) and the case may be, prior written consent. If WEST or Xxxxxx, as Indemnitor will not have the case may be, shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled right to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, does not assume direct the defense of any such Third Party Claimaction on behalf of the Indemnified Party. The Indemnitor will have the right, in its sole discretion, to settle any claim for monetary damages for which indemnification has been sought and is available hereunder, except that neither Indemnitor nor the Indemnified Party will settle, compromise or make any disposition of any claim under this Article X which would or may defend the same result in such manner as it may deem appropriate, including settling such claim or litigation after giving notice liability to WEST or Xxxxxx, as the case may be, of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon or Indemnitor, respectively, without the written request.consent of Indemnitee or Indemnitor, respectively. ^ ^

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) WEST or Xxxxxx, as the case may be, Seller will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may beSeller, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and Party, (ii) WEST or Xxxxxxno material conflict of interest shall exist in relation to such Third Party Claim between such Indemnified Party and Seller, as and (iii) the case may beSeller, subject to Section 14.15, first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in fullfull to the extent such claim is valid. Should WEST or Xxxxxx, as the case may be, Seller so elect to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, Seller will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, Seller elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, Seller in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WESTthe Seller’s or Xxxxxx’prior written consent, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, Seller shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, Seller does not assume the defense of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving prompt notice to WEST or Xxxxxx, as the case may be, Seller of such terms and, WEST or Xxxxxxsubject to Section 14.15, as the case may be, Seller will promptly reimburse the Indemnified Party upon written request. Anything contained in this Agreement to the contrary notwithstanding, the Seller shall not be entitled to assume the defense of any part of a Third Party Claim that seeks an order, injunction or other equitable relief or relief for other than money damages against the Indemnified Party.

Defense of Claims. If a Third The Indemnifying Party Claim is made against an may elect to assume and control the defense of any Loss Claim, including the employment of counsel reasonably satisfactory to the Indemnified PartyParty and the payment of expenses related thereto, if (a) WEST the Indemnifying Party provides reasonable evidence to the Indemnified Party of its financial ability to satisfy such indemnification obligation; (b) the Loss Claim does not seek to impose any liability or Xxxxxxobligation on the Indemnified Party other than for money damages; and (c) the Loss Claim does not relate to the Indemnified Party’s relationship with its customers or employees. If such conditions are satisfied and the Indemnifying Party elects to assume and control the defense of a Loss Claim, as then (i) the case Indemnifying Party shall not be liable for any settlement of such Loss Claim effected without its prior written consent; (ii) the Indemnifying Party may be, will be entitled to settle such Loss Claim without the consent of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof andthereof, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should WEST or Xxxxxx, as the case may be, so elect to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume the defense of any Third Party Claim, but the Indemnified Party shall be entitled responsible for the fees and expenses of such counsel unless the Indemnifying Party has failed to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, does not adequately assume the defense of any such Third Party ClaimLoss Claim or to employ counsel with respect thereto. If such conditions are not satisfied, the Indemnified Party may defend assume and control the same in such manner as it may deem appropriatedefense of the Loss Claim; provided, including settling such claim or litigation after giving notice to WEST or Xxxxxxhowever, as the case may be, of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse that the Indemnified Party upon written requestmay not settle any such Loss Claim without the consent of the Indemnifying Party, which consent shall not be unreasonably withheld (and the Indemnifying Party shall not be liable for any Claims resulting from a settlement effected in violation of this clause).

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) WEST Except as provided in Section 11.7, the following procedures will apply with respect to the defense and settlement of any claim made by a third party that gives rise to a right on the part of an Indemnitee to be indemnified against resulting Losses in whole or Xxxxxx, as the case may be, in part under this Article 10 (a “Claim”). The Indemnifying Party will be entitled to participate in assume and control the defense thereof andof any such Claim with counsel chosen by it and reasonably acceptable to the Indemnitee; provided, (b) if it so chooseshowever, that Indemnifying Party will not be entitled to assume and control such defense (unless otherwise agreed to in writing by the defense thereof with Indemnitee) and will pay the reasonable fees and expenses of counsel selected retained by WEST the Indemnitee if (i) the Claim for indemnification relates to or Xxxxxx, as the case may be, provided that arises in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and any criminal proceeding, (ii) WEST the Claim seeks an injunction or Xxxxxxequitable relief against the Indemnitee which, as if successful, would materially adversely affect the case may bebusiness, first admits in writing its liability financial condition, assets or properties of the Indemnitee, (iii) upon petition by the Indemnitee, the appropriate court rules that the Indemnifying Party failed or is failing to indemnify vigorously prosecute or defend such Claim or (iv) the Indemnified Indemnitee reasonably believes that the Losses relating to the Claim could reasonably be expected to exceed the maximum amount that such Indemnitee could then be entitled to recover under the applicable provisions of this Article 10. Upon assuming such defense, the Indemnifying Party with respect will have reasonable access to all elements documents and other information that may be in the possession of such claim in full. Should WEST another Party or Xxxxxx, as the case may be, so elect an Indemnitee and to assume the defense any employees of a Third another Party Claim, WEST or Xxxxxx, as the case may be, will not be liable Indemnitee to the Indemnified Party for any legal expenses subsequently incurred extent reasonably requested by the Indemnified Indemnifying Party in connection with the defense thereofof the Claim. If WEST or Xxxxxx, as Each other Party and each Indemnitee will have the case may be, elects right to assume participate in such defense at its own expense and will use commercially reasonable efforts to cooperate with the defense of a Third Indemnifying Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) not admit any liability with respect to, or settlethe defense, compromise or dischargesettlement of any Claim, such Third including making available all pertinent information and witnesses within its control at reasonable intervals during normal business hours. The Indemnifying Party will have the full right to enter into any compromise or settlement that is dispositive of any Claim; provided, that the Indemnifying Party will not settle or compromise any Claim without WEST’s or Xxxxxx’, as the case may be, prior written consentconsent of the Indemnitee, which consent will not be unreasonably withheld, delayed or conditioned, unless such settlement does not involve any obligation of the Indemnitee other than the payment of money for which the Indemnifying Party will indemnify the Indemnitee and includes an unconditional release of the Indemnitee from all liability in respect of such Claim. If WEST or Xxxxxx, as the case may be, shall assume the defense of any Third Indemnifying Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, does not assume the defense of of, or if after so assuming, the Indemnifying Party fails to defend, any such Third Party Claim, then the Indemnified Party Indemnitee may defend the same such Claim in such manner as the Indemnitee may reasonably deem appropriate (provided that the Indemnifying Party may participate in such defense at its own expense), and the Indemnitee will thereafter promptly inform the Indemnifying Party of all material developments related thereto. The Indemnitee will not settle or compromise any Claim without the prior written consent of the Indemnifying Party, which consent will not be unreasonably withheld, delayed or conditioned; provided, however, that if in the reasonable judgment of the Indemnitee it would be materially harmed or otherwise materially prejudiced by not entering into a proposed settlement or compromise and the Indemnifying Party withholds consent to such settlement or compromise, the Indemnitee may deem appropriateenter into such settlement or compromise, including settling but such claim settlement or litigation after giving notice compromise will not be conclusive as to WEST the existence or Xxxxxx, as amount of the case may be, liability of such terms and, WEST the Indemnifying Party to any Indemnitee or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written requestany third party.

Defense of Claims. If a Third Party Claim is made against an Indemnified Party, (a) WEST or Xxxxxx, as the case may be, will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to Upon receipt by the Indemnified Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify the Indemnitor of a Claim Notice from an Indemnified Party with respect to all elements any claim of a third party, such Indemnitor may control negotiations towards the resolution of any such claim in full. Should WEST or Xxxxxxwithout the necessity for litigation, as the case may beand if litigation ensues, so elect to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, will not be liable thereof at such Indemnitor's cost and with counsel reasonably satisfactory to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST or XxxxxxParty, as the case may be, elects to assume the defense of a Third Party Claim, and the Indemnified Party will extend reasonable cooperation in the defense or prosecution thereof and will furnish such records, information and testimony and attend all such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably requested in connection therewith. The Indemnified Party will have the right to employ its own counsel in any such case, but the fees and expenses of such counsel will be at the expense of the Indemnified Party unless (i) cooperate in all reasonable respects with WEST the Indemnitor does not promptly employ counsel reasonably satisfactory to such Indemnified Party to take charge of the defense of such action or Xxxxxx, as the case may be, in connection with such defense and (ii) not admit such Indemnified Party reasonably concludes, based upon the opinion of its outside legal counsel, that there may be one or more legal defenses available to it, or to any liability other Indemnified Party who has submitted a Claim Notice to the Indemnitor, which are different from or additional to those available to the Indemnitor, in either of which events such reasonable fees and expenses will be borne by the Indemnitor (but in no event will the Indemnitor be required to pay the fees and expenses of more than one counsel employed by more than one Indemnified Party with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as to any claim) and the case may be, prior written consent. If WEST or Xxxxxx, as Indemnitor will not have the case may be, shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled right to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, does not assume direct the defense of any such Third Party Claim, action on behalf of the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to WEST or Xxxxxx, as the case may be, of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written requestParty.

Defense of Claims. If a Third Party Claim is made against an Indemnified An Indemnifying Party, at such Indemnifying Party’s own expense and through counsel reasonably chosen by such Indemnifying Party, may elect to defend any third party claim; and if it so elects, it shall, within twenty (a20) WEST business days after receiving notice of such third party claim (or Xxxxxxsooner, as if the case may benature of such third party claim so requires), will be entitled notify the Indemnified Party of its intent to participate do so, and such Indemnified Party shall cooperate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that of such third party claim. Such Indemnifying Party shall pay such Indemnified Party’s reasonable out-of-pocket expenses incurred in connection with such assumption (i) such counsel is not reasonably objected cooperation. After notice from an Indemnifying Party to by the an Indemnified Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing of its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should WEST or Xxxxxx, as the case may be, so elect election to assume the defense of a Third third party claim, such Indemnifying Party Claim, WEST or Xxxxxx, as the case may be, will shall not be liable to the such Indemnified Party under this Article 9 for any legal or other expenses subsequently incurred by the such Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx; provided, as the case may behowever, elects to assume the defense of a Third Party Claim, the that such Indemnified Party will shall have the right to employ one counsel (and any necessary local counsel) to represent such Indemnified Party and all other persons entitled to indemnification in respect of such claim hereunder (which counsel shall be acceptable to the Indemnifying Party in its reasonable judgment) if, in such Indemnified Party’s reasonable judgment, based on the written advice of counsel to such Indemnified Party, a conflict of interest between such Indemnified Party and such Indemnifying Party exists in respect of such claim, and in that event (i) cooperate in the reasonable fees and expenses of one such separate counsel (and any necessary local counsel) for all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with Indemnified Parties shall be paid by such defense Indemnifying Party and (ii) each of such Indemnifying Party and such Indemnified Party shall have the right to direct its own defense in respect of such claim. If any Indemnifying Party elects not admit any liability with respect toto defend against a third party claim, or settlefails to notify an Indemnified Party of its election within such twenty (20) business day period, such Indemnified Party may defend, compromise and settle such third party claim; provided, however, that no such Indemnified Party may settle or dischargecompromise any third party claim or consent to the entry of any judgment, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consentconsent of the Indemnifying Party (which consent shall not be unreasonably conditioned, withheld or delayed). If WEST The Indemnifying Party may defend, compromise and settle any third party claim on such terms as it deems appropriate, provided, however, that no Indemnifying Party may settle or Xxxxxx, as compromise any third party claim or consent to the case may be, shall assume the defense entry of any Third Party ClaimJudgment, without the prior written consent of the Indemnified Party (which consent shall not be entitled to participate in (but not control) unreasonably conditioned, withheld or delayed), unless such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, does not assume the defense of any such Third Party Claim, settlement fully and finally releases the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to WEST or Xxxxxx, as the case may be, of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse writing from all claims without any consideration being payable by the Indemnified Party upon written requestParty.

Defense of Claims. If Within thirty (30) Days after the Indemnifying Party receives a Third Claim Notice, the Indemnifying Party Claim is made against an Indemnified Party, (a) WEST or Xxxxxx, as the case may be, will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by shall notify the Indemnified Party whether or not the Indemnifying Party will assume responsibility for defense and (ii) WEST or Xxxxxx, as payment of the case may be, first admits in writing its liability to indemnify the Claim. The Indemnified Party with respect is authorized, prior to all elements and during such thirty (30) Day period, to file any motion, pleading or other answer that it deems necessary or appropriate to protect its interests, or those of such claim in fullthe Indemnifying Party, and that is not prejudicial to the Indemnifying Party. Should WEST or Xxxxxx, as If the case may be, so elect Indemnifying Party elects not to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, will not be liable to the Indemnified Party responsibility for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as payment of the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, does not assume the defense of any such Third Party Claim, the Indemnified Party may defend against, or enter into any settlement with respect to, the same in such manner Claim as it deems appropriate without relieving the Indemnifying Party of any indemnification obligations the Indemnifying Party may deem appropriate, including settling have with respect to such claim or litigation after giving notice Claim. The Indemnifying Party's failure to WEST or Xxxxxx, as respond in writing to a Claim Notice within the case may be, thirty (30) Day period shall be deemed an election by the Indemnifying Party not to assume responsibility for defense and payment of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse Claim. If the Indemnifying Party elects to assume responsibility for defense and payment of the Claim: (a) the Indemnifying Party shall defend the Indemnified Party upon against the Claim with counsel of the Indemnifying Party's choice (reasonably acceptable to Indemnified Party which shall cooperate with the Indemnifying Party in all reasonable respects in such defense), (b) the Indemnifying Party shall pay any judgment entered or settlement with respect to such Claim, (c) the Indemnifying Party shall not consent to entry of any judgment or enter into any settlement with respect to the Claim that (i) does not include a provision whereby the plaintiff or claimant in the matter releases the Indemnified Party from all liability with respect to the Claim or (ii) contains terms that may materially and adversely affect the Indemnified Party (other than as a result of money damages covered by the indemnity), and (d) if the Indemnified Party consents to entry of any judgment or enters into any settlement with respect to the Claim without the Indemnifying Party's prior written requestconsent, then the Indemnified Party shall be conclusively deemed to have waived any right to indemnification under this Agreement with respect to such Claim. In all instances the Indemnified Party may employ separate counsel and participate in defense of a Claim, but the Indemnified Party shall bear all fees and expenses of counsel employed by the Indemnified Party.

Defense of Claims. (a) If any Indemnity receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any Person who is not a Party to this Agreement or any Affiliate of a Party to this Agreement (a "Third Party Claim"), including but not limited to an information document request or a notice of proposed disallowance issued by the Internal Revenue Service relating to a matter covered by Section 5.7, with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnity shall give such Indemnifying Party reasonably prompt written notice thereof, but in any event such notice shall not be given later than twenty (20) calendar days after the Indemnitee's receipt of notice of such Third Party Claim. Such notice shall describe the nature of the Third Party Claim is made against an Indemnified Partyin reasonable detail and shall indicate the estimated amount, (a) WEST if practicable, of the Indemnifiable Loss that has been or Xxxxxx, as may be sustained by the case may be, Indemnity. The Indemnifying Party will be entitled have the right to participate in or, by giving written notice to the defense thereof and, (b) if it so choosesIndemnity, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should WEST or Xxxxxx, as the case may be, so elect to assume the defense of a any Third Party ClaimClaim at such Indemnifying Party's expense and by such Indemnifying Party's own counsel, WEST or Xxxxxx, as provided that the case may be, will not be liable to counsel for the Indemnified Indemnifying Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, elects to assume who shall conduct the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as shall be reasonably satisfactory to the case may be, prior written consentIndemnity. The Indemnity shall cooperate in good faith in such defense at such Indemnitee's own expense. If WEST or Xxxxxx, as the case may be, shall an Indemnifying Party elects not to assume the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If WEST Indemnity may compromise or Xxxxxx, as the case may be, does not assume the defense of any settle such Third Party ClaimClaim over the objection of the Indemnifying Party, which settlement or compromise shall conclusively establish the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice Indemnifying Party's liability pursuant to WEST or Xxxxxx, as the case may be, of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written requestthis Agreement.

Defense of Claims. If Except as otherwise provided in Section 4.10 ----------------- hereof, upon receipt by an Indemnitor of a Claim Notice from an Indemnitee with respect to any claim for indemnification which is based upon a Third Party Claim is made against an Indemnified Partyor a Tax Claim, (asuch Indemnitor, either alone or together with any other Indemnitor similarly notified, may assume the defense of the Third Party Claim or Tax Claim with counsel of its or their own choosing. The Indemnitee(s) WEST or Xxxxxx, as the case may be, will be entitled to participate shall cooperate in the defense thereof andof the Third Party Claim or Tax Claim and shall furnish such records, (b) if it so choosesinformation and testimony and attend all such conferences, to assume the defense thereof with counsel selected by WEST or Xxxxxxdiscovery proceedings, hearings, trial and appeals as the case may be, provided that be reasonably required in connection with therewith. The Indemnitee(s) shall have the right to employ its or their own counsel in any such assumption (iaction, but the fees and expenses shall be at the expense of the Indemnitee unless the Indemnitor(s) such shall not have promptly employed counsel is not reasonably objected to by the Indemnified Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should WEST or Xxxxxx, as the case may be, so elect to assume the defense of a the Third Party Claim or Tax Claim, WEST or Xxxxxx, as the case may be, will not in which event such fees and expenses shall be liable to the Indemnified Party for any legal expenses subsequently incurred borne by the Indemnified Indemnitor(s). The Indemnitor(s) shall have the right, in its or their sole discretion, to satisfy or settle any Third Party in connection with the defense thereofClaim or Tax Claim for which indemnification has been sought and is available hereunder. If WEST or Xxxxxx, as the case may be, elects Indemnitor(s) shall fail with reasonable promptness either to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, defend such Third Party Claim without WEST’s or Xxxxxx’Tax Claim or to satisfy or settle the same, as the case Indemnitee(s) may bedefend, prior written consent. If WEST satisfy or Xxxxxx, as settle the case may be, shall assume the defense of any Third Party Claim, Claim or Tax Claim at the Indemnified Party expense of the Indemnitor(s) and the Indemnitor(s) shall be entitled pay to participate in (but not controlthe Indemnitee(s) such defense with its own counsel at its own expense. If WEST or Xxxxxx, as the case may be, does not assume the defense amount of any such Third Party Claim, the Indemnified Party may defend the same in such manner as it may deem appropriate, including settling such claim or litigation Loss within ten (10) days after giving notice to WEST or Xxxxxx, as the case may be, of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written requestdemand therefor.

Defense of Claims. If a Third any action, claim, suit, proceeding, arbitration, order, or governmental investigation or audit (an "Action or Proceeding") is filed or initiated by any third party against any party entitled to the benefit of indemnity hereunder (an "Indemnified Party"), Indemnified Party Claim is made against shall give written notice of such Action or Proceeding to the party owing indemnity hereunder (an "Indemnifying Party") as promptly as practicable (and in any event within thirty (30) days after the service of the citation or summons in respect of such Action or Proceeding); provided, however, that the failure of any Indemnified Party to give timely notice of any Action or Proceeding shall not affect any rights to indemnification hereunder except to the extent that the Indemnifying Party demonstrates actual damage caused by such failure. After an Indemnified Party gives notice of an Action or Proceeding to an Indemnifying Party, (a) WEST if the Indemnifying Party acknowledges in writing to the Indemnified Party that the Indemnifying Party is obligated under the terms of his, her or Xxxxxx, as the case may be, will be entitled to participate in the defense thereof and, (b) if it so chooses, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that its indemnity hereunder in connection with such assumption Action or Proceeding, then the Indemnifying Party shall be entitled, if he, she or it so elects, to take control of the defense and investigation of such Action or Proceeding and to employ and engage attorneys of his, her or its own choice to handle and defend the same, such attorneys to be reasonably satisfactory to the Indemnified Party, at the Indemnifying Party's cost, risk and expense (unless (i) such counsel is not reasonably objected to by the Indemnified Indemnifying Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should WEST or Xxxxxx, as the case may be, so elect has failed to assume the defense of a Third such Action or Proceeding or (ii) the named parties to such Action or Proceeding include both of the Indemnifying Party Claim, WEST or Xxxxxx, as the case may be, will not be liable to and the Indemnified Party for any legal expenses subsequently incurred by and the Indemnified Party has been advised in connection writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party), and to compromise or settle such Action or Proceeding, which compromise or settlement shall be made only with the defense thereofwritten consent of the Indemnified Party, such consent not to be unreasonably withheld. The Indemnified Party may withhold such consent if, among other things, such compromise or settlement (x) would adversely affect the conduct of business of such Indemnified Party or (y) requires less than an unconditional release to be obtained. If WEST the Indemnifying Party takes control of the defense and investigation of an Action or XxxxxxProceeding under this Section 7.4, as the case may beIndemnifying Party will provide the Indemnified Party access to all records, elects documents and personnel of the Indemnifying Party and keep the Indemnified Party informed relating to any Action or Proceeding under this Section 7.5. If (i) the Indemnifying Party fails to assume the defense of a Third such Action or Proceeding within fifteen (15) days after the Indemnified Party Claimgives notice thereof pursuant to this Section 7.5, or (ii) the named parties to such Action or Proceeding include both of the Indemnifying Party and the Indemnified Party and the Indemnified Party has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnified Party that are different from or additional to those available to the Indemnifying Party, the Indemnified Party against which such Action or Proceeding has been filed or initiated will (upon delivering notice to such effect to the Indemnifying Party) have the right to undertake, at the Indemnifying Party's cost and expense, the defense, compromise or settlement of such Action or Proceeding on behalf of and for the account and risk of the Indemnifying Party; provided, however, that such Action or Proceeding shall not be compromised or settled without the written consent of the Indemnifying Party, which consent shall not be unreasonably withheld. In the event the Indemnified Party assumes the defense of the Action or Proceeding, the Indemnified Party will keep the Indemnifying Party reasonably informed of the progress of any such defense, compromise or settlement. The Indemnifying Party shall be liable for any settlement of any action effected pursuant to and in accordance with this Section 7.5 and for any final judgment (i) subject to any right of appeal), and the Indemnifying Party agrees to indemnify and hold harmless the Indemnified Party from and against any Damages by reason of such settlement or judgment. Regardless of whether the Indemnifying Party or the Indemnified Party assumes the defense of any Action or Proceeding under this Section 7.5, the Indemnifying Party will pay all costs and expenses in connection with the defense, compromise or settlement for such Action or Proceeding. If the Indemnifying Party assumes the defense of any Action or Proceeding under this Section 7.5, the Indemnified Party shall cooperate in all reasonable respects with WEST or Xxxxxxthe Indemnifying Party and the Indemnifying Party's attorneys in the investigation, as the case may be, in connection with such defense trial and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’, as the case may be, prior written consent. If WEST or Xxxxxx, as the case may be, shall assume the defense of such Action or Proceeding and any Third appeal arising therefrom; provided, however, that the Indemnified Party Claimmay, at his or its own cost, participate in the investigation, trial and defense of such Action or Proceeding and any appeal arising therefrom. The Indemnifying Party shall pay all expenses due under this Section 7.5 as such expenses become due. In the event such expenses are not so paid, the Indemnified Party shall be entitled to participate in (but not control) such defense with its own counsel at its own expense. If WEST settle any Action or Xxxxxx, as Proceeding under this Section 7.5 without the case may be, does not assume consent of the defense of Indemnifying Party and without waiving any such Third Party Claim, rights the Indemnified Party may defend have against the same in such manner as it may deem appropriate, including settling such claim or litigation after giving notice to WEST or Xxxxxx, as the case may be, of such terms and, WEST or Xxxxxx, as the case may be, will promptly reimburse the Indemnified Party upon written requestIndemnifying Party.

Defense of Claims. (a) If any Indemnitee receives notice of the assertion of any claim or of the commencement of any claim, action, or proceeding made or brought by any Person who is not a party to this Agreement or any Affiliate of a party to this Agreement (a "Third Party Claim") with respect to which indemnification is to be sought from an Indemnifying Party, the Indemnitee will give such Indemnifying Party prompt written notice thereof, but in any event not later than twenty (20) days after the Indemnitee's receipt of notice of such Third Party Claim. Such notice shall describe the nature of the Third Party Claim is in reasonable detail (including a copy of the Third Party Claim if made against an Indemnified Partyin writing) and will indicate the estimated amount, (a) WEST if practicable, of the Indemnifiable Loss that has been or Xxxxxxmay be sustained by the Indemnitee. The Indemnifying Party will have the right, by giving written notice to the Indemnitee as the case may be, will be entitled to participate in the defense thereof and, (b) if it so choosesprovided below, to assume the defense thereof with counsel selected by WEST or Xxxxxx, as the case may be, provided that in connection with such assumption (i) such counsel is not reasonably objected to by the Indemnified Party and (ii) WEST or Xxxxxx, as the case may be, first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should WEST or Xxxxxx, as the case may be, so elect to assume the defense of a Third Party Claim, WEST or Xxxxxx, as the case may be, will not be liable to the Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If WEST or Xxxxxx, as the case may be, elects to assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with WEST or Xxxxxx, as the case may be, in connection with such defense and (ii) not admit any liability with respect to, or settle, compromise or discharge, such Third Party Claim without WEST’s or Xxxxxx’at such Indemnifying Party's own expense and by such Indemnifying Party's own counsel, as by all appropriate proceedings, which proceedings will be diligently prosecuted, and the case may be, prior written consentIndemnitee will upon request of an Indemnifying Party cooperate in good faith in such defense at the Indemnifying Party's expense. If WEST or Xxxxxx, as the case may be, shall assume Indemnifying Party assumes the defense of any Third Party Claim, the Indemnified Party shall be entitled to participate in is hereby authorized (but not controlobligated), at the expense of the Indemnified Party, to file any motion, answer or other pleading and to take any other action which the Indemnified Party deems necessary or appropriate to protect the Indemnified Party's interests, provided that such action is not prejudicial to the Indemnifying Party's defense in any material respect. Notwithstanding the assumption of defense by the Indemnifying Party, the Indemnitee may take over the control of the defense or settlement of a Third Party Claim at any time if it irrevocably waives its right to indemnity with respect to such Third Party Claim. (b) such defense The Indemnifying Party will have a period of fifteen (15) days after an Indemnitee provides written notice to the Indemnifying Party of any Third Party Claim within which to notify the Indemnitee in writing that (i) the Indemnifying Party disputes liability to the Indemnitee hereunder with its own counsel at its own expense. If WEST or Xxxxxxrespect to the Third Party Claim and, as if so, the case may bebasis for the dispute, and (ii) if the Indemnifying Party does not dispute liability, whether or not the Indemnifying Party has elected to assume the defense of such Third Party Claim as provided in the last sentence of Section 9.2(a). If the Indemnifying Party has assumed the defense, it will not be liable for any legal expenses subsequently incurred by the Indemnitee in connection with the defense thereof. Without the prior written consent of the Indemnitee in its sole discretion, the Indemnifying Party will not enter into any settlement of any Third Party Claim which would lead to liability or create any financial or other obligation on the part of the Indemnitee for which the Indemnitee does not simultaneously receive full indemnification or which would fail to result in the Indemnitee receiving a release of the Indemnitee reasonably satisfactory to it. If the Indemnifying Party fails to assume the defense, assumes the defense but fails to diligently prosecute it, or fails to give any notice when required hereunder, then the Indemnitee will have the right to defend against such Third Party Claim, at the sole cost and expense of the Indemnifying Party, and, if requested by the Indemnitee, the Indemnifying Party will at the sole cost and expense of the Indemnifying Party, cooperate with the Indemnitee and its counsel in such defense. If the Indemnifying Party disputes its liability for any portion of such Third Party Claim, the Indemnified Indemnitee will be free to seek enforcement of its rights, if any, to indemnification under this Agreement. (c) Any claim by an Indemnitee on account of an Indemnifiable Loss which does not result from a Third Party may defend Claim (a "Direct Claim") will be asserted by giving the same in such manner as it may deem appropriateIndemnifying Party written notice thereof prior to the expiration of the indemnification notice period, including settling stating the nature of such claim or litigation in reasonable detail and indicating the estimated amount, if practicable, but in any event not later than twenty (20) days after giving notice to WEST or Xxxxxx, as the case may be, Indemnitee becomes aware of such terms andDirect Claim, WEST and the Indemnifying Party will have a period of thirty (30) days within which to respond to such Direct Claim, specifying the portion of the Direct Claim that is disputed and the basis for such position. If Indemnifying Party does not respond within such thirty (30) day period the Indemnifying Party will be deemed to have accepted such claim. If the Indemnifying Party responds within such thirty (30) day period, the Indemnifying Party will be deemed to have accepted and be liable for payment of the undisputed portion of such claim, if any, on demand. If the Indemnifying Party rejects any portion of such claim, the Indemnitee will be free to seek enforcement of its rights to indemnification under this Agreement. (d) If the amount of any Indemnifiable Loss, at any time subsequent to the making of an indemnity payment in respect thereof, is reduced by recovery, settlement or Xxxxxxotherwise under or pursuant to any insurance coverage, as or pursuant to any claim, recovery, settlement or payment by or against any other entity, the case may beamount of such reduction, less any costs, expenses or premiums incurred in connection therewith, will promptly reimburse be repaid by the Indemnitee to the Indemnifying Party. Upon making any indemnity payment, the Indemnifying Party will, to the extent of such indemnity payment, be subrogated to all rights of the Indemnitee against any third party in respect of the Indemnifiable Loss to which the indemnity payment relates; provided, however, that (i) the Indemnifying Party will then be in compliance with its obligations under this Agreement in respect of such Indemnifiable Loss and (ii) until the Indemnitee recovers full payment of its Indemnifiable Loss, any and all claims of the Indemnifying Party against any such third party on account of said indemnity payment is hereby made expressly subordinated and subjected in right of payment to the Indemnitee's rights against such third party. Without limiting the generality or effect of any other provision hereof, each such Indemnitee and Indemnifying Party will duly execute upon request all instruments reasonably necessary to evidence and perfect the above- described subrogation and subordination rights. Nothing in this Section 9.2(d) shall be construed to require any party hereto to obtain or maintain any insurance coverage. The rights contained herein shall not be duplicative of any reductions effected pursuant to Section 9.1(c) hereof. (e) Subject to clauses (X) and (1) of the provisos to Section 9.1(a) and clause (X) of the proviso to Section 9.1(b) hereof, a failure to give timely notice as provided in this Section 9.2 will not affect the rights or obligations of any party hereunder except if, and only to the extent that, as a result of such failure, the party which was entitled to receive such notice was actually prejudiced as a result of such failure. (f) During the three-year period following the Closing Date, if the Buyer acquires Knowledge of an event, condition or circumstance described in Sections 2.3(a)(v), 2.4(v) or 2.4(vi) of this Agreement, including, without limitation, any event, act, omission, loss, circumstance, injury, damage, Release or occurrence (an "Environmental Condition"), the Buyer shall give prompt written notice to BHE of such Environmental Condition regardless of whether it is a matter for which Buyer is indemnified by Sellers under this Agreement (provided that subsection (e) of this Section shall apply to such notice). Excluded from this notice requirement are Environmental Conditions existing as of the date of this Agreement that have been disclosed to the Buyer by the Sellers. Such notice shall describe the Environmental Condition in reasonable detail and include a copy of any written documentation in Buyer's (or its agents') possession regarding the Environmental Condition. Until Sellers shall no longer have any indemnification obligations with respect to Seller Indemnified Party upon Environmental Losses under Section 9.1(a) hereof, if either (i) the notice states that such Environmental Condition is a matter with respect to which Buyer or any member of the Buyer Group is seeking or may seek indemnification from Sellers hereunder, or (ii) BHE otherwise reasonably concludes that the existence of or the potential remediation of such Environmental Condition could result in a Seller Indemnified Environmental Loss, then, in addition to the rights set forth elsewhere in this Section 9.2, BHE shall have the right, at its sole cost and expense, to conduct and control any investigation and/or remediation ("Remediation") relating to or arising out of the Environmental Condition. If Sellers conduct the Remediation, (1) Buyer shall have the right to participate in the planning and design of any such Remediation and the right to participate in any meetings with, hearings before or other sessions with any governmental body regarding the Remediation; (2) Sellers will coordinate the schedule of the Remediation with Buyer so that disruptions of operation of the affected facilities will be minimized; (3) Buyer will cooperate with Sellers to enable them to conduct the Remediation in a reasonably timely manner, including without limitation affording Sellers and their agents reasonable access to the property to be remediated, provided that such cooperation need not include the payment of money or any other financial accommodation; (4) in case clause (ii) of this subsection (f) is applicable, Sellers will obtain the prior written requestapproval of the Buyer, which consent will not be withheld unreasonably, for any consultant or contract or retained by Sellers to design or implement the Remediation; (5) Sellers will conduct the Remediation in compliance with all applicable Environmental Laws; (6) Sellers will use their reasonable efforts to complete such Remediation in a timely and professional manner; (7) in case clause (ii) of this subsection (f) is applicable, Sellers will not agree to or select any Remediation plan without the consent of Buyer to such plan, which shall not be withheld unreasonably or delayed; (8) Sellers will not agree to or select any Remediation plan that imposes any additional obligations on Buyer, including the obligation to sign manifests or obtain permits, without the prior written consent of the Buyer. If Buyer agrees in writing to a Remediation that imposes additional obligations on Buyer, and Sellers then fail, in the reasonable opinion of Buyer after notice from Buyer, to implement the Remediation in a manner which will complete the Remediation in a reasonably timely manner and in accordance with Environmental Laws, the Buyer may give written notice of such failure to the Sellers and, if after giving such notice, Sellers shall not have addressed Buyer's concerns in a satisfactory manner within thirty (30) days, Buyer may assume control of the Remediation and implement and complete such Remediation at the expense of the Sellers (subject to the ultimate determination under this Article IX of responsibility for such expenses). Sellers shall provide the Buyer copies of any study, plan or report associated with the Remediation at least thirty (30) days before it is submitted to any governmental body and shall provide Buyer copies of all reports, plans and correspondence submitted to a governmental body. In addition, Sellers shall provide Buyer seven days' notice (or shall provide Buyer notice as soon as practical if seven days' notice is not practical) of any meetings with, hearings before or other sessions with any governmental body with respect to the Remediation; and (9) Sellers shall be responsible for any violation or alleged violation of Environmental Law, and any loss of life, injury to persons or property or damage to natural resources caused (or allegedly caused), by (i) negligent acts or omissions by the Sellers in connection with Remediation conducted by Sellers at any of the Purchased Assets; (ii) acts or omissions by the Sellers at any of the Purchased Assets in connection with Remediation conducted by Sellers which cause a condition not in violation of Environmental Law or not in need of remediation under Environmental Law to be in violation of Environmental Law or in need of remediation under Environmental Law (including, without limitation, the Release or destabilization of Hazardous Substances which are in a stable or contained state and are in compliance with all applicable Environmental Laws) in connection with Remediation conducted by Sellers; or (iii) negligent acts or omissions by the Sellers in connection with Remediation conducted by Sellers at any of the Purchased Assets that exacerbate or aggravate any condition in violation of Environmental Law or in need of remediation under Environmental Law, to the extent of any such negligent exacerbation or aggravation; provided, that the mere discovery or failure to discover in connection with Remediation conducted by Sellers by the Sellers of a violation of Environmental Law or a condition in need of remediation under Environmental Law shall not in and of itself subject Sellers to liability under this subsection (9). Buyer acknowledges that BHE has requested that the MDEP review the Milford Project pursuant to the Voluntary Response Action Program ("VRAP"), 38 M.R.S.A. Section 343-E and agrees that BHE shall have the right to continue to prosecute such VRAP application after the Closing. BHE agrees to indemnify and hold harmless Buyer from any costs, expenses or liabilities which may arise from the completion of the VRAP process.