Common use of Defense of Claims Clause in Contracts

Defense of Claims. Each party entitled to indemnification under this Section 6 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without the Indemnifying Party’s prior written consent.

Defense of Claims. Each party entitled to indemnification under this Section 6 10 (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s 's expense; : provided, however, that the Indemnifying Party shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding; and provided, and provided further further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 10 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s 's ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheldParty, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without the such Indemnifying Party’s 's prior written consent.

Defense of Claims. Each party entitled (a) In the event that any action, suit or proceeding is brought against Paratek or WCCI or any Affiliate or sublicensee of either Party alleging the infringement of the Technology or intellectual property rights of a Third Party by reason of the discovery, development, manufacture, use, sale, importation or offer for sale of a Product or use of WCCI Technology, Paratek Technology or Joint Technology in the discovery, Development, Commercialization, manufacture, use, sale, offer for sale, or importation of a Product, then WCCI shall have the sole right and obligation to indemnification under defend itself and Paratek in such action, suit or proceeding at its sole expense, unless such action, suit or proceeding alleges that the infringement arises from or otherwise pertains to the use of Paratek Technology by Paratek or WCCI to synthesize, generate, make and develop Paratek Compounds, Lead Candidates or Products in which case WCCI shall have the right (but not the obligation) to defend Paratek in such action, suit or proceeding at its sole expense. Paratek shall have the right to separate counsel at its own expense in any action, suit or proceeding being defended by WCCI pursuant to this Section 6 (the “Indemnified Party”) 9.2.2(a). The Parties and their respective Affiliates shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any cooperate with each other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such suit, action or proceeding. The Parties will give each other prompt written notice of the commencement of any such suit, action or proceeding or claim of infringement and will furnish each other a copy of each communication relating to the alleged infringement. Neither Party nor such Party’s Affiliates shall compromise, settle or litigation shallotherwise dispose of any such suit, except action or proceeding which involves the other’s Technology or Patent Rights without the other Party’s advice and prior consent if such compromise, settlement or other disposition would impair any rights retained by such other Party or any of its Affiliates to use such Technology or Patent Rights, provided that the Party not defending the suit shall not unreasonably withhold its consent to any settlement. If the defending Party agrees that the other Party or any of its Affiliates should institute or join any suit, action or proceeding pursuant to this Section 9.2.2(a), the defending Party may at its expense, join the other Party or any of its Affiliates as a party to the suit, action or proceeding, and the Party or Affiliate so joined shall execute all documents and take all other actions, including giving testimony, which may reasonably be required in connection with the written consent prosecution of each Indemnified Party which consent shall not be unreasonably withheldsuch suit, consent to entry of any judgment action or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without the Indemnifying Party’s prior written consentproceeding.

Defense of Claims. Each party entitled to The indemnifying Party shall defend, at its sole expense, any claim, demand, loss, liability, damage, or other cause of action within the scope of the indemnifying Party’s indemnification obligations under this Section 6 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefromAgreement, provided that counsel for the Indemnifying Partyindemnified Party notifies the indemnifying Party promptly in writing of any claim, who shall conduct loss, liability, damage, or cause of action against the indemnified Party and gives the indemnifying Party information, and assistance at the reasonable expense of the indemnifying Party in defense of such claim or litigation, shall the matter. The indemnified Party may be approved represented by its own counsel (at the Indemnified Party (whose approval shall not unreasonably be withheld), indemnified Party’s sole expense) and the Indemnified Party may participate in such defense at such party’s expense; any proceeding relating to a claim, loss, liability, damage, or cause of action in which the indemnified Party or both Parties are defendants, provided, however, that the Indemnifying indemnifying Party shall pay such expense if representation of shall, at all times, control the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party defense and any other party represented by such counsel in such proceeding, and provided further that the failure appeal or settlement of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its matter for which it has indemnification obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of Agreement so long as any such claim settlement includes an unconditional release of the indemnified Party from all liability arising out of such claim, demand, loss, liability, damage, or litigation shall, except with other cause of action and does not require any remediation or other action other than the written consent payment of each Indemnified Party money which consent shall not the indemnifying party will be unreasonably withheld, consent to entry of any judgment or enter into any settlement which responsible for hereunder and does not include a statement as to or an unconditional term thereof admission of fault, culpability or a failure to act by or on behalf of the giving by indemnified Party. Should the claimant or plaintiff to such Indemnified Party of a release from all liability Parties both be named as defendants in respect to such any third-party claim or litigation. No Indemnifying Party shall cause of action arising out of or relating to the Assets or Operating Services, the Parties will cooperate with each other in the joint defense of their common interests to the extent permitted by law, and will enter into an agreement for joint defense of the action if the Parties mutually agree that the execution of the same would be required to indemnify any Indemnified Party with respect to any settlement entered into without the Indemnifying Party’s prior written consentbeneficial.

Defense of Claims. Each party entitled to indemnification under this Section 6 Within thirty (the “Indemnified Party”30) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly Days after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party receives a Claim Notice, the Indemnifying Party shall notify the Indemnified Party whether or not the Indemnifying Party will assume responsibility for defense and payment of the Claim. The Indemnified Party is authorized, prior to assume the defense 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 any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct and that is not prejudicial to the Indemnifying Party. If the Indemnifying Party elects not to assume responsibility for defense and payment of such claim or litigationthe Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate defend against, or enter into any settlement with respect to, the Claim as it deems appropriate without relieving the Indemnifying Party of any indemnification obligations the Indemnifying Party may have with respect to such Claim. The Indemnifying Party’s failure to respond in writing to a Claim Notice within the thirty (30) Day period shall be deemed an election by the Indemnifying Party not to assume responsibility for defense and payment of the 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 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 at such party’s expense; provideddefense), however, that (b) the Indemnifying Party shall pay any judgment entered or settlement with respect to such expense if representation of the Indemnified Party by counsel retained by Claim, (c) the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which with respect to the Claim that (i) does not include as an unconditional term thereof a provision whereby the giving by plaintiff or claimant in the claimant or plaintiff to such matter releases the Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party 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) the Indemnified Party shall not consent to entry of any judgment or enter into any settlement entered into with respect to the Claim without the Indemnifying Party’s prior written consent. 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. Each party entitled 14.4.1 If any Indemnitee receives notice of the assertion of any Third Party Claim against such Indemnitee, with respect to which an Indemnifying Party is obligated to provide indemnification under this Section 6 (Agreement, the “Indemnified Party”) shall Indemnitee will give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense actual notice of such claim or litigation, shall be approved by the Indemnified Third Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expenseClaim; provided, however, that the Indemnifying Party shall pay such expense if representation failure of the Indemnified Party by counsel retained by Indemnitee to notify the Indemnifying Party would be inappropriate due to actual or potential differing interests between during the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein required notification period shall not only relieve the Indemnifying Party of from its obligations under obligation to indemnify the Indemnitee pursuant to this Section 6 unless 14 to the failure to give such notice extent that Indemnifying Party is materially prejudicial prejudiced by such failure (whether as a result of the forfeiture of substantive rights or defenses or otherwise); and provided, however, that the Indemnitee must, in any event, notify the Indemnifying Party prior to an the Termination Date as required pursuant to Section 14.1 in order for such party to be indemnified. The Indemnifying Party’s ability Party shall be entitled, upon written notice to defend the Indemnitee, 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 Indemnitee shall 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 action. No separate counsel unless (a) the employment of such separate counsel has been specifically authorized in writing by the Indemnifying Party, in (b) the Indemnifying Party has failed to assume the defense of such Third Party Claim within a reasonable time after receipt of notice thereof with counsel reasonably satisfactory to such Indemnitee, or (c) 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 the 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 such claim one proceeding or litigation shall, except with any similar or related proceedings arising from the same general allegations or circumstances. Without the prior written consent of each Indemnified the Indemnitee, the Indemnifying Party which consent shall will not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include 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 giving by release of the claimant or plaintiff to such Indemnified Party of a release Indemnitee from all liability in respect to of such claim or litigation. No Indemnifying Third Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without the Indemnifying Party’s prior written consentClaim.

Defense of Claims. Each party entitled to indemnification under this Section 6 Article VIII (the “Indemnified Party”) shall give notice agrees to notify the party required to provide indemnification (the “Indemnifying Party”) with reasonable promptness of any claim asserted against it in respect of which the Indemnifying Party may be liable under this Agreement, which notification shall be accompanied by a written statement setting forth the basis of such claim and the manner of calculation thereof. The failure of the Indemnified Party to promptly after give notice shall not preclude such Indemnified Party has actual knowledge of any claim as from obtaining indemnification under this Article VIII, except to which indemnity may be soughtthe extent, and shall permit only to the extent, that the Indemnifying Party’s failure materially prejudices the rights or increases the liabilities and obligations of the Indemnifying Party. The Indemnifying Party shall have the right, at its election, to assume the defense of defend or compromise any such claim or any litigation resulting therefromat its own expense with counsel of its choice; provided, provided that however, that: (a) such counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be have been approved by the Indemnified Party (whose prior to engagement, which approval shall not be unreasonably be withheld), and withheld or delayed; (b) the Indemnified Party may participate in such defense defense, if it so chooses with its own counsel and at such party’s its own expense; providedand (c) any such defense or compromise shall be conducted in a manner which are reasonable and not contrary to the Indemnified Party’s interest. In the event the Indemnifying Party does not undertake to defend or compromise, however, that the Indemnifying Party shall pay such expense if representation of promptly notify the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure intention not to give such notice is materially prejudicial to an Indemnifying Party’s ability undertake to defend such action. No Indemnifying Party, in or compromise the defense of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without the Indemnifying Party’s prior written consentclaim.

Defense of Claims. Each party entitled to indemnification under this Section 6 In case any legal action shall be commenced or threatened (provided that in the “Indemnified Party”) shall give notice to case of a threatened legal action the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as believes in good faith that an indemnifiable Loss is likely to occur) against an Indemnified Party which indemnity may be soughtcould result in a Loss, and the Indemnified Party shall permit promptly notify the Indemnifying Party in writing. After receipt of any such notice, the Indemnifying Party shall have the right, exercisable by written notice of exercise to the Indemnified Party promptly after receipt of the notice provided for in the next preceding sentence, to participate in and assume (and control) the defense of such action, at its own expense and with its own counsel, provided such counsel is satisfactory to the Indemnified Party. If the Indemnifying Party elects to assume the defense of such action, the Indemnifying Party shall keep the Indemnified Party informed of all material developments and events relating to such action. The Indemnified Party shall have the right to participate in (but not control) the defense of any such claim or any litigation resulting therefromaction, provided that but the fees and expenses of counsel for the Indemnified Party shall be at its own expense except as set forth in the following sentence. The Indemnifying Party shall bear the reasonable fees and expenses of counsel retained by the Indemnified Party if (i) the Indemnified Party shall have retained such counsel due to actual or potential conflicting interests between the Indemnified Party and the Indemnifying Party, who (ii) the Indemnifying Party shall conduct not elect to assume the defense of the action, (iii) the Indemnifying Party shall not have employed counsel satisfactory to the Indemnified Party to represent the Indemnifying Party in connection with its assumption of the defense of the action within a reasonable time after notice pursuant to the first sentence of this paragraph is delivered to the effect that such action has been commenced or is threatened, or (iv) the Indemnifying Party has authorized the employment of counsel for the indemnified Party to handle the defense of the action at the expense of the Indemnifying Party. In no event will the Indemnifying Party be liable for any settlement or admission of liability with respect to any action without its prior written consent, which shall not be unreasonably withheld, but if settled with such consent, the Indemnifying Party shall be liable therefore, subject to the limitations set forth in this Section. The Indemnifying Party may not settle any liability or claim subject to indemnification pursuant to this Section without the consent of the Indemnified Party and on any basis that does not provide for a full release of the Indemnified Party. Any participation in, or litigationassumption of the defense of, any action by an Indemnifying Party shall be without prejudice to the right of the Indemnifying Party and shall not be construed as a waiver of its right to deny the obligation to indemnify the Indemnified Party. The giving of notice, as above provided, of a loss, damage, cost or expense claimed to be indemnifiable hereunder, to exercise the right, as the same is provided (and limited) herein, to participate in and assume control of the defense against such claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expensea prerequisite to any obligation to indemnity; provided, however, that the Indemnifying Party shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due Party’s rights pursuant to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein this Section shall not relieve the Indemnifying Party be forfeited by reason of its obligations under this Section 6 unless the a failure to give such notice is materially prejudicial or to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, cooperate in the defense to the extent such failure does not have a material and adverse effect on the defense of such matter. Notwithstanding any of the above, LVGI shall have control of any action arising from a tax claim to the extent such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without the Indemnifying Partyis reflected on LVGI’s prior written consenttax returns.

Defense of Claims. Each party If a Third Party Claim is made against an Indemnified Party, (a) the Applicable Indemnifying Party will be entitled to indemnification under this Section 6 participate in the defense thereof and, (b) if it so chooses, to assume the “defense thereof with counsel selected by the Applicable Indemnifying Party, provided that, in connection with such assumption, (i) such counsel is not reasonably objected to by the Indemnified Party”Party and (ii) shall give notice the Applicable Indemnifying Party first admits in writing its liability to indemnify the Indemnified Party with respect to all elements of such claim in full. Should the Applicable Indemnifying Party so elect to assume the defense of a Third Party Claim, the Applicable Indemnifying Party will not be liable to the party required Indemnified Party for any legal expenses subsequently incurred by the Indemnified Party in connection with the defense thereof. If the Applicable Indemnifying Party elects to provide indemnification assume the defense of a Third Party Claim, the Indemnified Party will (i) cooperate in all reasonable respects with the “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 the Applicable Indemnifying Party”) promptly after such ’s prior written consent, as the case may be. If the Applicable Indemnifying Party shall assume the defense of any Third Party Claim, the Indemnified Party has actual knowledge of any claim as shall be entitled to which indemnity may be sought, and shall permit participate in (but not control) such defense with its own counsel at its own expense. If the Applicable Indemnifying Party to does not assume the defense of any such claim or any litigation resulting therefromThird Party Claim, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate defend the same in such defense at such party’s expense; providedmanner as it may deem appropriate, however, that the Indemnifying Party shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any including settling such claim or litigation shall, except with after giving notice to the written consent Applicable Indemnifying Party of each such terms and the Applicable Indemnifying Party will promptly reimburse the Indemnified Party which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without the Indemnifying Party’s prior upon written consentrequest.

Defense of Claims. Each party entitled to indemnification under ----------------- this Section 6 5 (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s 's expense; provided, however, that the Indemnifying Party shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 5 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s 's ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigationlitigation and include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without the such Indemnifying Party’s 's prior written consent.

Defense of Claims. Each party entitled The Indemnifying Party may elect to indemnification under this Section 6 (assume and control the “Indemnified Party”) shall give notice defense of any Claim, including the employment of counsel reasonably satisfactory to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge and the payment of any claim as to which indemnity may be soughtexpenses related thereto, and shall permit if (a) the Indemnifying Party acknowledges its 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, 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 effected without its consent, which consent will not be unreasonably withheld; (ii) the Indemnifying Party may not settle such Claim without the consent of the Indemnified Party (not to be unreasonably withheld) unless such settlement includes a full and unconditional release of the Indemnified Party; and (iii) the Indemnified Party may employ separate counsel and participate in the defense thereof, but the 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 any such claim Claim or any litigation resulting therefrom, provided that to employ counsel for with respect thereto or (B) a conflict of interest exists between the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if representation interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, in which case the fees and expenses of such separate counsel retained will be paid by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by Party. If such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without the Indemnifying Party’s prior written consent.conditions are not

Defense of Claims. Each party entitled The Indemnifying Party shall have twenty (20) calendar days after receipt of the Litigation Notice to indemnification under this Section 6 notify the Claimant that it elects to conduct and control any legal or administrative action or suit with respect to an identifiable claim (the “Indemnified PartyElection Notice”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit ). If the Indemnifying Party gives a Disagreement Notice (as defined below) or does not give the foregoing Election Notice, the Claimant shall have the right to assume defend, contest, settle or compromise such action or suit in the defense exercise of any such claim or any litigation resulting therefrom, provided that counsel for its sole discretion. If the Indemnifying Party gives the foregoing Election Notice and provides information reasonably satisfactory to the Claimant confirming the Indemnifying Party’s financial capacity to defend such Indemnity Loss, who the Indemnifying Party shall have the right to undertake, conduct and control, through counsel selected by the defense Indemnifying Party and at the Indemnifying Party’s sole expense, the conduct and settlement of such claim action or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld)suit, and the Indemnified Claimant shall cooperate with the Indemnifying Party may participate in such defense at such party’s expenseconnection therewith; provided, however, that (a) the Indemnifying Party shall pay such expense if representation not thereby consent to the terms of any settlement or to the imposition of any injunction against the Claimant without the prior written consent of the Indemnified Claimant (such approval not be unreasonably withheld or delayed) unless such settlement provides the Claimant with a full release from Liability and the sole relief provided in connection with such settlement is monetary damages, (b) the Indemnifying Party shall permit the Claimant to participate in such conduct or settlement through legal counsel chosen by the Claimant, but the fees and expenses of such legal counsel retained shall be borne by the Claimant, except as provided in clause (c) below, (c) upon a final determination of such action or suit, the Indemnifying Party shall promptly reimburse the Claimant, to the extent required under this ARTICLE VII for the full amount of any Indemnity Loss incurred by the Claimant, except fees and expenses of legal counsel that the Claimant incurred after the assumption of the conduct and control of such action or suit by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without the Indemnifying Party’s prior written consentgood faith.

Defense of Claims. Each party entitled to indemnification under this Section 6 Sections 7(a) (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s 's expense; provided, however, that the Indemnifying Party shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 the Agreement unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s 's ability to defend such action. Notwithstanding the foregoing, however, (i) if the Indemnified Party reasonably determines that there may be a conflict between the positions of the Indemnifying Party and of the Indemnified Party in connection with the defense of such action, suit, investigation, inquiry or other proceeding or that there may be legal defenses available to such Indemnified Party different from or in addition to those available to the Indemnifying Party, then, at the sole cost and expense of such Indemnified Party, counsel for the Indemnified Party shall be entitled to conduct a defense to the extent reasonably determined by such counsel to be necessary to protect the interest of the Indemnified Party, and (ii) in any event, the Indemnified Party shall be entitled to have counsel chosen by such Indemnified Party participate in, but not to conduct, the defense. No Indemnifying Party, in the defense of any such claim or litigation litigation, shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheldParty, consent to entry of any judgment or enter into any settlement which that does not include as an a unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without the Indemnifying Party’s prior written consent.

Defense of Claims. Each party entitled to indemnification under this Section 6 Article VIII (the “Indemnified Party”) shall give notice agrees to notify the party required to provide indemnification (the “Indemnifying Party”) with reasonable promptness of any claim asserted against it in respect of which the Indemnifying Party may be liable under this Agreement, which notification shall be accompanied by a written statement setting forth the basis of such claim and the manner of calculation thereof. The failure of the Indemnified Party to promptly after give notice shall not preclude such Indemnified Party has actual knowledge of any claim as from obtaining indemnification under this Article VIII, except to which indemnity may be soughtthe extent, and shall permit only to the extent, that the Indemnifying Party’s failure materially prejudices the rights or increases the liabilities and obligations of the Indemnifying Party. The Indemnifying Party shall have the right, at its election, to assume the defense of defend or compromise any such claim or any litigation resulting therefromat its own expense with counsel of its choice; provided, provided that however, that: (a) such counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be have been approved by the Indemnified Party (whose prior to engagement, which approval shall not be unreasonably be withheld), and withheld or delayed; (b) the Indemnified Party may participate in such defense defense, if it so chooses with its own counsel and at such party’s its own expense; providedand (c) any such defense or compromise shall be conducted in a manner which is reasonable and not contrary to the Indemnified Party’s interest. In the event the Indemnifying Party does not undertake to defend or compromise, however, that the Indemnifying Party shall pay such expense if representation of promptly notify the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure intention not to give such notice is materially prejudicial to an Indemnifying Party’s ability undertake to defend such action. No Indemnifying Party, in or compromise the defense of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without the Indemnifying Party’s prior written consentclaim.

Defense of Claims. Each party entitled to indemnification under this Section 6 The STWCSV Indemnitees or the Manager Indemnitees (the “Indemnified each, a "Protected Party”) "), as applicable, shall give prompt notice to the party required any person who is obligated to provide indemnification hereunder (the “an "Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of the commencement or assertion of any claim as Claim. Any failure so to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense; provided, however, that the notify an Indemnifying Party shall pay not relieve such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due from any liability that it may have to actual such Protected Party under Section 10.1 or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceedingSection 10.2, and provided further that the failure of any Indemnified Party as applicable, except to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless extent the failure to give such notice is materially prejudicial to an and adversely prejudices such Indemnifying Party’s ability . Subject to defend such action. No 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 (not to be unreasonably withheld, conditioned or delayed). 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 hereinabove set forth, each party shall be entitled to participate in the defense of any such claim or litigation shallClaim, except initially at its own expense but with the written consent benefit of each Indemnified subsequent indemnification pursuant to Section 10.1 (if the Protected Party which consent shall not be unreasonably withheld, consent to entry is a STWCSV Indemnitee) or Section 10.2 (if the Protected Party is a Manager Indemnitee). Even if the Indemnifying Party has assumed the defense of any judgment or enter into any settlement which does not include as an unconditional term thereof Claim and has acknowledged its indemnification obligations with respect thereto, the giving by Protected Party nevertheless shall be entitled to participate in such defense on its own behalf and at its own expense, subject to non-interference with insurance defense and the claimant or plaintiff duty to such Indemnified Party of a release from all liability in respect to such claim or litigation. No cooperate with the Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without the Indemnifying Party’s prior written consentas hereinabove provided.

Defense of Claims. Each party Other than in the case of any Liability being managed by a Party in accordance with any other Transaction Document or in the case of a Mixed Action (which shall be managed in accordance with Section 6.10(d)), an Indemnifying Party shall be entitled (but shall not be required) to assume, control the defense of, and settle any Third-Party Claim, at such Indemnifying Party’s own cost and expense and by such Indemnifying Party’s own counsel, which counsel must be reasonably acceptable to the applicable Indemnified Parties, if it gives written notice of its intention to do so and agreement that the Indemnified Party is entitled to indemnification under this Section 6 (the “Indemnified Party”) shall give notice Article VI to the party required to provide indemnification applicable Indemnified Parties within thirty (30) calendar days of the “Indemnifying Party”) promptly after receipt of notice from such Indemnified Parties of the Third-Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Claim. After such notice from an Indemnifying Party to an Indemnified Party of its election to assume the defense of a Third-Party Claim, such Indemnified Parties shall have the right to employ separate counsel and to participate in (but not control) the defense, compromise or settlement thereof, at its own expense and, in any event, shall reasonably cooperate with the Indemnifying Party in such claim defense and make available to the Indemnifying Party all witnesses and all pertinent and material Information and materials in such Indemnified Party’s possession or any litigation resulting therefrom, provided that counsel for under such Indemnified Parties’ control relating thereto as are reasonably required by the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense; provided, however, that such access shall not require the Indemnified Parties to disclose any Information the disclosure of which would, in the reasonable judgment of the Indemnified Parties, result in the loss of any existing attorney-client privilege, attorney work-product protection or other applicable privilege or immunity with respect to such Information or violate any applicable Law (provided that the Indemnified Parties that would otherwise be required to disclose Information shall take any and all reasonable action necessary to permit such disclosure without such loss of privilege, protection or immunity or violation of Law). Notwithstanding anything to the contrary in this Section 6.5 or Section 6.10, in the event that (i) an Indemnifying Party elects not to assume responsibility for defending a Third-Party Claim, (ii) there exists a conflict of interest or potential conflict of interest between the Indemnifying Party and the applicable Indemnified Party, (iii) any Third-Party Claim seeks an order, injunction or other equitable relief, relief for other than money damages against the Indemnified Party or asserts any criminal wrongdoing (excluding de minimis equitable relief incidental to the award of money damages), (iv) the Indemnifying Party shall pay such expense if representation of not have employed counsel within thirty (30) calendar days after notice from the Indemnified Party by counsel retained by the Indemnifying of such Third-Party would be inappropriate due to actual or potential differing interests between Claim, (v) the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability exposure to defend Liability in connection with such action. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the written consent of each Indemnified Third- Party which consent shall not be unreasonably withheld, consent Claim is reasonably expected to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without exceed the Indemnifying Party’s prior written consentexposure in respect of such Third-Party Claim taking into account the indemnification obligations hereunder or (vi) the party making such Third-Party Claim is a Governmental Authority with regulatory authority over the Indemnified Party or any of its material Assets, such Indemnified Party(ies) shall be entitled to assume the defense of such Third-Party Claim, at the Indemnifying Party’s expense, with counsel of such Indemnified Party’s choosing. If the Indemnified Party is conducting the defense against any such Third-Party Claim, the Indemnifying Party shall reasonably cooperate with the Indemnified Party in such defense and make available to the Indemnified Party all witnesses and all pertinent and material Information and materials in such Indemnifying Party’s possession or under such Indemnifying Party’s control relating thereto as are reasonably required by the Indemnified Party; provided, however, that such access shall not require the Indemnifying Party to disclose any Information the disclosure of which would, in the reasonable judgment of the Indemnifying Party, result in the loss of any existing attorney-client privilege, attorney work-product protection or other applicable privilege or immunity with respect to such Information or violate any applicable Law (provided that the Indemnified Parties that would otherwise be required to disclose Information shall take any and all reasonable action necessary to permit such disclosure without such loss of privilege, protection or immunity or violation of Law).

Defense of Claims. Each party entitled to indemnification under this Section 6 The COPR Indemnitees or the Manager Indemnitees (the “Indemnified each, a "Protected Party”) "), as applicable, shall give prompt notice to the party required any person who is obligated to provide indemnification hereunder (the “an "Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of the commencement or assertion of any claim as Claim. Any failure so to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense; provided, however, that the notify an Indemnifying Party shall pay not relieve such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due from any liability that it may have to actual such Protected Party under Section 10.1 or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceedingSection 10.2, and provided further that the failure of any Indemnified Party as applicable, except to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless extent the failure to give such notice is materially prejudicial to an and adversely prejudices such Indemnifying Party’s ability . Subject to defend such action. No 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 (not to be unreasonably withheld, conditioned or delayed). 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 hereinabove set forth, each party shall be entitled to participate in the defense of any such claim or litigation shallClaim, except initially at its own expense but with the written consent benefit of each Indemnified subsequent indemnification pursuant to Section 10.1 (if the Protected Party which consent shall not be unreasonably withheld, consent to entry is a COPR Indemnitee) or Section 10.2 (if the Protected Party is a Manager Indemnitee). Even if the Indemnifying Party has assumed the defense of any judgment or enter into any settlement which does not include as an unconditional term thereof Claim and has acknowledged its indemnification obligations with respect thereto, the giving by Protected Party nevertheless shall be entitled to participate in such defense on its own behalf and at its own expense, subject to non-interference with insurance defense and the claimant or plaintiff duty to such Indemnified Party of a release from all liability in respect to such claim or litigation. No cooperate with the Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without the Indemnifying Party’s prior written consentas hereinabove provided.

Defense of Claims. Each party entitled The Indemnifying Party may elect to indemnification under this Section 6 (assume and control the “Indemnified Party”) shall give notice defense of any Claim, including the employment of counsel reasonably satisfactory to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge and the payment of any claim as to which indemnity may be soughtexpenses related thereto, and shall permit if (a) the Indemnifying Party acknowledges its 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 its customers or employees. 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 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 the defense thereof, but the 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 any such claim Claim or any litigation resulting therefromto employ counsel with respect thereto or (B) a conflict of interest exists between the interests of the Indemnified Party and the Indemnifying Party that requires representation by separate counsel, provided that in which case the fees and expenses of such separate counsel for will be paid by the Indemnifying Party. If such conditions are not satisfied, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party assume and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in control the defense of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without Claim at the Indemnifying Party’s prior written consentcost and expense.

Defense of Claims. Each party entitled to indemnification under this Section 6 7 (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s 's expense; provided, however, that the Indemnifying Party shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 8 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s 's ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without the such Indemnifying Party’s 's prior written consent.

Defense of Claims. Each If any third party entitled notifies any party with respect to any matter which may give rise to a claim for indemnification against LEG (the "Indemnified Party") under this Section 6 (Article XII, the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge shall notify LEG thereof in writing promptly stating the nature and basis of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by made against the Indemnified Party (whose approval shall not unreasonably be withheld), by the third party and the amount of liability asserted against the Indemnified Party may participate in by such defense at such party’s expensethird party by reason of the claim; provided, however, provided that no delay on the Indemnifying Party shall pay such expense if representation part of the Indemnified Party by counsel retained by in notifying LEG will relieve LEG from any obligation under this Agreement unless, and then solely to the Indemnifying Party would be inappropriate due extent that, LEG is prejudiced thereby. Within thirty (30) days after receiving such notice LEG shall give written notice to actual or potential differing interests between the Indemnified Party stating whether it disputes the claim for indemnification and whether it will defend against any other third party represented claim or liability at its own cost and expense. LEG shall be entitled to direct the defense against a third party claim or liability with counsel selected by such counsel in such proceeding, and provided further that it (subject to the failure consent of any the Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld, ). LEG shall not consent to the entry of any a judgment with respect to the matter or enter into any settlement settlement, which does not include as an unconditional term thereof a provision whereby the giving by plaintiff or claimant in the claimant or plaintiff to such matter releases the Indemnified Party of a release from all liability with respect thereto. The Indemnified Party shall at all times have the right to fully participate in respect the defense of a third party claim or liability at its own expense directly or through counsel; provided, however, that if the named parties to the action or proceeding include both LEG and the Indemnified Party and the Indemnified Party is advised that representation of both parties by the same counsel would be inappropriate under applicable standards of professional conduct, the Indemnified Party may engage separate counsel (subject to the consent of LEG, which consent shall not be unreasonably withheld) at the expense of LEG. If no such notice of intent to dispute and defend a third party claim or liability is given by LEG, the Indemnified Party shall have the right, at the expense of LEG, to undertake the defense of such claim or litigationliability (with counsel selected by the Indemnified Party and reasonably acceptable to LEG), and to compromise or settle it, with the consent of LEG, which consent shall not be unreasonably withheld. No Indemnifying If the third party claim or liability is one that by its nature cannot be defended solely by LEG, then the Indemnified Party shall be required to indemnify any Indemnified Party make available such information and assistance as LEG may reasonably request and shall cooperate with respect to any settlement entered into without LEG in such defense, at the Indemnifying Party’s prior written consentexpense of LEG.

Defense of Claims. Each party entitled to indemnification under this ----------------- Section 6 7 (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s 's expense; provided, however, that the Indemnifying Party -------- ------- shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the -------- ------- failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 7 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s 's ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheldParty, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without the such Indemnifying Party’s 's prior written consent.

Defense of Claims. Each party entitled to indemnification In fulfilling its obligations under this Section 6 (7.3, after the “Indemnifying Party has provided each Indemnified Party”) shall give Party with a written notice of its agreement to the party required to provide indemnification (the “Indemnifying Party”) promptly after indemnify each Indemnified Party under this Section 7.3, as between such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who the Indemnifying Party shall conduct have the defense of right to investigate, defend, settle or otherwise handle, with the aforesaid cooperation, any claim, suit, action or proceeding, brought by a third party in such claim or litigation, shall be approved by manner as the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Indemnifying Party may participate in such defense at such party’s expensereasonably deem appropriate; provided, however, that the Indemnifying Party shall pay such expense if representation of the Indemnified Party by (i) counsel retained by the Indemnifying Party would be inappropriate due is reasonably satisfactory to actual or potential differing interests between the Indemnified Party and (ii) the Indemnifying Party will not consent to any settlement or entry of judgment imposing any obligations on any Indemnified Party, other party represented by than financial obligations for which such counsel Person will be indemnified hereunder, unless such Person has consented in writing to such settlement or judgment (which consent may be given or withheld in its sole discretion) and (iii) the Indemnifying Party will not consent to any settlement or entry of judgment unless, in connection therewith, the Indemnifying Party obtains a full and unconditional release of the Indemnified Party from all liability with respect to such suit, action, investigation, claim or proceeding. Notwithstanding the Indemnifying Party’s election to assume the defense or investigation of such claim, action or proceeding, the Indemnified Party shall have the right to employ separate counsel and provided further that to participate in the failure defense or investigation of any such claim, action or proceeding, which participation shall be at the expense of the Indemnifying Party, if (a) on the advice of counsel to the Indemnified Party, use of counsel of the Indemnifying Party’s choice could reasonably be expected to give rise to a material conflict of interest, (b) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to give represent the Indemnified Party within a reasonable time after notice as provided herein shall not relieve of the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense assertion of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent to entry institution of any judgment such action or enter into any settlement which does not include as an unconditional term thereof proceeding, or (c) if the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any authorize the Indemnified Party with respect to any settlement entered into without employ separate counsel at the Indemnifying Party’s prior written consentexpense.

Defense of Claims. Each party entitled to indemnification under ----------------- this Section 6 7 (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s 's expense; provided, however, that the Indemnifying Party -------- ------- shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the -------- ------- failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 7 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s 's ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigationlitigation and include a statement as to or an admission of fault, culpability or a failure to act by or on behalf of any Indemnified Party. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without the such Indemnifying Party’s 's prior written consent.

Defense of Claims. Each party entitled 14.4.1 If any Indemnitee receives notice of the assertion of any Third Party Claim against such Indemnitee, with respect to which an Indemnifying Party is obligated to provide indemnification under this Section 6 (Agreement, the “Indemnified Party”) shall Indemnitee will give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense reasonably prompt written notice thereof, but in any event not later than thirty (30) calendar days after receipt of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense actual notice of such claim or litigation, shall be approved by the Indemnified Third Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expenseClaim; provided, however, that the Indemnifying Party shall pay such expense if representation failure of the Indemnified Party by counsel retained by Indemnitee to notify the Indemnifying Party would be inappropriate due to actual or potential differing interests between during the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein required notification period shall not only relieve the Indemnifying Party of from its obligations under obligation to indemnify the Indemnitee pursuant to this Section 6 unless 14 to the failure to give such notice extent that Indemnifying Party is materially prejudicial to an Indemnifying Party’s ability to defend prejudiced by such action. No Indemnifying Partyfailure (whether as a result of the forfeiture of substantive rights or defenses or otherwise); and provided, however, that the Indemnitee must, in any event, notify the defense of any Indemnifying Party prior to the Termination Date as required pursuant to Section 14.1 in order for such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not party to be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigationindemnified. No The Indemnifying Party shall be required entitled, upon written notice to indemnify the Indemnitee, 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 Indemnified Third Party with respect Claim, the Indemnitee shall have the right to any settlement entered into without 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 (a) the employment of such separate counsel has been specifically authorized in writing by the Indemnifying Party’s prior written consent., (b) the Indemnifying Party has failed to assume the defense of such Third Party Claim within a

Defense of Claims. Each party entitled In connection with any claim that may give rise to indemnification indemnity under this Section 6 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge Article X resulting from or arising out of any claim as to which indemnity may be soughtagainst an Indemnitee by a Person that is not a party hereto (a "Third Party Claim"), and shall permit subject to the terms and conditions of Section 10.1 hereof, the Indemnifying Party will have the right, but not the obligation, to assume the defense defense, compromise and settlement of any such claim or any litigation resulting therefromthrough counsel of its own choosing, provided by notifying the Indemnitee within 15 Business Days after the Indemnifying Party's receipt of the applicable Notice of Claim; provided, however, that (i) the counsel for the Indemnifying Party, Party who shall conduct the defense, compromise and settlement of such claims shall be reasonably satisfactory to the Indemnitee, (ii) the Indemnitee shall have the right, at its own expense, to participate in the defense of such claim or litigationand to employ counsel, shall be approved separate from the counsel employed by the Indemnified Indemnifying Party, (iii) the Indemnitee shall cooperate in all reasonable respects with the Indemnifying Party in connection with the defense, compromise and settlement of such claim, (whose approval iv) the Indemnifying Party shall not consent to the entry of a judgment or enter into a compromise or settlement of any such claim which is subject to indemnification by the Indemnifying Party hereunder, except with the prior written consent of the Indemnitee (which consent shall not be unreasonably be withheld)) and (v) if the named parties to any Action (including any impleaded parties) include both the Indemnifying Party and the Indemnitee, and the Indemnified Indemnitee has been advised in writing by counsel that there may be one or more legal defenses available to such Indemnitee that are different from or additional to those available to the Indemnifying Party, the Indemnitee shall be entitled, at the expense of the Indemnifying Party, to separate counsel of its own choosing (provided further that the Indemnitee shall not consent to the entry of a judgment or enter into a compromise or settlement of any such claim, except with the prior written consent of the Indemnifying Party, which Consent shall not be unreasonably withheld). If the Indemnifying Party may participate in fails to assume the defense, compromise and settlement of such defense claim within 15 Business Days after the Indemnifying Party's receipt of the applicable Notice of Claim, the Indemnitee (upon delivering written notice to the Indemnifying Party to such effect) shall have the right to undertake, at the Indemnifying Party's expense, the defense, compromise or settlement of such party’s expenseclaim on behalf of the Indemnifying Party; provided, however, that the Indemnifying Party shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein Indemnitee shall not relieve consent to the Indemnifying Party entry of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense a judgment or enter into a compromise or settlement of any such claim or litigation shallclaim, except with the prior written consent of each Indemnified the Indemnifying Party (which consent shall not be unreasonably withheld). In the event that the Indemnitee assumes that defense, consent to entry compromise and settlement of such claim, the Indemnitee shall keep the Indemnifying Party reasonably informed of the progress of any judgment such defense, compromise or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigationsettlement. No The Indemnifying Party shall be required liable for any compromise or settlement of any claim effected pursuant to and in accordance with this Article X and for any final judgment (subject to any right of appeal) and the Indemnifying Party agrees to indemnify and hold harmless (subject to the terms and conditions of Section 10.1 above) the Indemnitee from and against any Indemnified Damages by reason of such compromise, settlement or judgment. Notwithstanding the foregoing, if a Buyer Indemnitee reasonably believes that the costs, expenses and/or Damages associated with any Third Party with respect to Claim, the defense, compromise and settlement of which has previously been assumed by any settlement entered into without of the Sellers (in their capacity as the Indemnifying Party’s prior ) pursuant to this Section 10.4 and subject to the terms and conditions of this Article X, will substantially exceed the Basic Escrow Amount or Dissenting Shares Escrow Amount, as appropriate (or such portion thereof remaining in the Escrow Account at such time), then such Buyer Indemnitee shall be entitled, upon written consentnotice at any time thereafter, to take over the defense, compromise and settlement thereof; provided that the foregoing shall not limit, expand or otherwise modify such Buyer Indemnitee's right to indemnification pursuant to this Article X. Nothing contained in this Section 10.4 shall affect or otherwise modify the terms and conditions of Section 10.1.

Defense of Claims. Each If a claim for liabilities is to be made by any party entitled to indemnification under this Section 6 Article V ("Liabilities"), the “Indemnified Party”) party entitled to such indemnification shall give written notice to the other as soon as practicable after the party required entitled to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge becomes aware of any claim as fact, condition or event which may give rise to Liabilities for which indemnity indemnification may be soughtsought under this Article V. If any action, suit or proceeding alleging a claim for Liabilities is filed against any party entitled to the benefit of indemnity hereunder, written notice thereof shall be given to the other party as promptly as practicable. After such notice, the indemnifying party shall be entitled, if it so elects, (i) to take control of the defense and investigation of such action, suit or proceeding, (ii) to employ and engage attorneys and experts of its own choice to handle and defend the same, and (iii) with the indemnified party's consent, which shall permit not be unreasonably conditioned, delayed or withheld, to settle such action, suit or proceeding, all at indemnifying party's sole risk and expense, provided, in each instance, that the Indemnifying Party to assume the defense of indemnifying party and its counsel shall proceed with diligence and in good faith with respect thereto; provided, however, that any such claim or any litigation resulting therefromsettlement shall include, provided that counsel for among other things, an absolute and unconditional release of the Indemnifying Partyindemnified party from all Liabilities. The indemnified party shall cooperate in all reasonable respects with the indemnifying party and such attorneys in the investigation, who shall conduct the trial and defense of such claim action, suit or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), proceeding and the Indemnified Party may participate in such defense at such party’s expenseany appeal arising therefrom; provided, however, that the Indemnifying Party shall pay indemnified party may, at its own cost, participate in the investigation, trial and defense of such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual action, suit or potential differing interests between the Indemnified Party proceeding and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without the Indemnifying Party’s prior written consentappeal arising therefrom.

Defense of Claims. Each party entitled to indemnification under this Section 6 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without the Indemnifying Party’s prior written consent. -10- 6.4.

Defense of Claims. Each party entitled In connection with any claim that may give rise to indemnification indemnity under this Section 6 7 resulting from or arising out of any claim or Proceeding against an Indemnitee by a person or entity that is not a party hereto, the Indemnifying Party may (the “Indemnified Party”unless such Indemnitee elects not to seek indemnity hereunder for such claim) but shall give not be obligated to, upon written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be soughtrelevant Indemnitee, and shall permit the Indemnifying Party to assume the defense of any such claim or Proceeding if the Indemnifying Party with 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); provided, however, that nothing set forth herein shall be deemed to require the Indemnifying Party to waive any litigation resulting therefromcross-claims or counterclaims the Indemnifying Party may have against the Indemnified Party for damages. The Indemnified Party shall be entitled to retain separate counsel, provided that counsel for reasonably acceptable to the Indemnifying Party, who if the Indemnified Party shall determine, upon the written advice of counsel, that an actual or potential conflict of interest exists between the Indemnifying Party and the Indemnified Party in connection with such Proceeding. The Indemnifying Party shall be obligated to pay the reasonable fees and expenses of such separate counsel to the extent the Indemnified Party is entitled to indemnification by the Indemnifying Party with respect to such claim or Proceeding under this Section 7.4. If the Indemnifying Party assumes the defense of any such claim or Proceeding, the Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of such claim or litigationProceeding, 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 approved by authorized to consent to a settlement of, or the Indemnified Party (whose approval shall entry of any judgment arising from, any such claim or Proceeding, with the prior written consent of such Indemnitee, not to be unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay or cause to be paid all amounts arising out of such expense if representation settlement or judgment concurrently with the effectiveness thereof; provided further, that the Indemnifying party shall not be authorized to encumber any of the Indemnified Party by 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 action, with its own counsel retained by 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 would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any claim or Proceeding being defended by the Indemnifying Party pursuant to this Section 7.4. If the 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 Indemnitee may defend against such claim or litigation shallProceeding in such manner as it may deem appropriate, except including settling such claim or Proceeding, but only with the prior written consent of each Indemnified Party the Indemnifying Party, which consent shall may not be unreasonably withheld, consent on such terms as such Indemnitee may deem appropriate. If any Indemnifying Party seeks to entry of any judgment or enter into any settlement question the manner in which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to Indemnitee defended such claim or litigation. No Proceeding or the amount of or nature of any such settlement, such Indemnifying Party shall be required have the burden to indemnify any Indemnified Party with respect to any settlement entered into without prove by a preponderance of the Indemnifying Party’s prior written consentevidence that such Indemnitee did not defend such claim or Proceeding in a reasonably prudent manner.

Defense of Claims. Each party entitled to indemnification under this Section 6 13 (the “Indemnified Party”) shall give notice agrees to notify the party required to provide indemnification (the “Indemnifying Party”) with reasonable promptness of any claim asserted against it in respect of which the Indemnifying Party may be liable under this Agreement, which notification shall be accompanied by a written statement setting forth the basis of such claim and the manner of calculation thereof. The failure of the Indemnified Party to promptly after give notice shall not preclude such Indemnified Party has actual knowledge of any claim as from obtaining indemnification under this Section 12, except to which indemnity may be soughtthe extent, and shall permit only to the extent, that the Indemnifying Party’s failure materially prejudices the rights or increases the liabilities and obligations of the Indemnifying Party. The Indemnifying Party shall have the right, at its election, to assume the defense of defend or compromise any such claim or any litigation resulting therefromat its own expense with counsel of its choice; provided, provided that however, that: (a) such counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be have been approved by the Indemnified Party (whose prior to engagement, which approval shall not be unreasonably be withheld), and withheld or delayed; (b) the Indemnified Party may participate in such defense defense, if it so chooses, with its own counsel and at such party’s its own expense; providedand (c) any such defense or compromise shall be conducted in a manner which is reasonable and not contrary to the Indemnified Party’s interest. In the event the Indemnifying Party does not undertake to defend or compromise, however, that the Indemnifying Party shall pay such expense if representation of promptly notify the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure intention not to give such notice is materially prejudicial to an Indemnifying Party’s ability undertake to defend such action. No Indemnifying Party, in or compromise the defense of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without the Indemnifying Party’s prior written consentclaim.

Defense of Claims. Each a) The Indemnified Party shall have the right, but not the obligation, to contest, defend and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from, related to or arising out of any matter for which it is entitled to indemnification under this Section 6 (be indemnified hereunder and their reasonable costs and expenses shall be indemnified by the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit . If the Indemnifying Party acknowledges in writing its obligation to indemnify the person indemnified in respect of loss to the full extent provided by this Clause, the Indemnifying Party shall be entitled, at its option, to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct and control the defense of such claim claim, action, suit or litigationproceeding liabilities, shall be approved payments and obligations at its expense and through counsel of its choice provided it gives prompt notice of its intention to do so to the Indemnified Party and reimburses the Indemnified Party for the reasonable cost and expenses incurred by the Indemnified Party (whose approval shall not unreasonably be withheld), and prior to the Indemnified Party may participate in such defense at such party’s expense; provided, however, that assumption by the Indemnifying Party of such defense. The Indemnifying Party shall pay such expense if representation not be entitled to settle or compromise any claim, action, suit or proceeding without the prior written consent of the Indemnified Party by counsel retained by unless the Indemnifying Party would be inappropriate due provides such security to actual or potential differing interests between the Indemnified Party and any other party represented as shall be reasonably required by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve secure, the loss to be indemnified hereunder to the extent so compromised or settled. If the Indemnifying Party of has exercised its obligations rights under this Section 6 unless Clause 20.4 the failure Indemnified Party shall not be entitled to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such settle or compromise any claim, action. No Indemnifying Party, in suit or proceeding without the defense of any such claim or litigation shall, except with the prior written consent of each Indemnified the Indemnifying Party (which consent shall not be unreasonably withheldwithheld or delayed). If the Indemnifying Party exercises its rights under Clause 20.4 then the Indemnified Party shall nevertheless have the right to employ its own counsel and such counsel may participate in such action, consent to entry but the fees and expenses of any judgment or enter into any settlement which does not include as an unconditional term thereof such counsel shall be at the giving by the claimant or plaintiff to expense of such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without the Indemnifying Party’s prior written consent., when and as incurred, unless:

Defense of Claims. Each In the event any claim, action, suit or proceeding is made or brought by any third party entitled against DMI or Indemnified Party, or if any governmental enforcement agency shall propose to indemnification issue an order, with respect to which Indemnifying Party may have liability under this Section 6 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be soughtAgreement, and shall permit the Indemnifying Party shall be entitled to participate in, and, to the extent that it shall wish, to assume the defense thereof, with independent counsel reasonably satisfactory to the Indemnified Party. If the Indemnifying Party elects to assume the defense of any such third-party claim, the Indemnifying Party shall have the right to contest, pay, settle or compromise any such claim or any litigation resulting therefromon such terms and conditions as it may determine, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay not pay, settle or compromise any such expense if representation claim without the prior written consent of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent . If the Indemnifying Party does not elect to entry assume the defense of any judgment or enter into any settlement which does not include as an unconditional term thereof such claim, the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect may engage counsel to assume the defense and may contest, pay, settle or compromise any such claim on such terms and conditions as the Indemnified Party may determine, provided that the Indemnified Party shall not pay, settle or litigationcompromise any such claim without the prior consent of the Indemnifying Party or its agent (as provided for below), which consent shall not be unreasonably withheld or delayed. No The fees and disbursements of such counsel shall be among the expenses for which Indemnified Party is indemnified pursuant to Section 13 hereof. Indemnified Party and the Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without (as the Indemnifying Party’s prior written consentother may reasonably request) keep the other fully informed of such claim, action, suit or proceeding at all stages thereof whether or not such party is represented by its own counsel.

Defense of Claims. Each party properly entitled to indemnification under this Section 6 Article VIII (the “Indemnified Party”) shall give notice agrees to notify the party required to provide indemnification (the “Indemnifying Party”) with reasonable promptness of any claim asserted against it in respect of which the Indemnifying Party may be liable under this Agreement, which notification shall be accompanied by a written statement setting forth the basis of such claim and the manner of calculation thereof. The failure of the Indemnified Party to promptly after give notice shall not preclude such Indemnified Party has actual knowledge of any claim as from obtaining indemnification under this Article VIII, except to which indemnity may be soughtthe extent, and shall permit only to the extent, that the Indemnifying Party’s failure materially prejudices the rights or increases the liabilities and obligations of the Indemnifying Party. The Indemnifying Party shall have the right, at its election, to assume the defense of defend or compromise any such claim or any litigation resulting therefromat its own expense with counsel of its choice; provided, provided that however, that: (a) such counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be have been approved by the Indemnified Party (whose prior to engagement, which approval shall not be unreasonably be withheld), and withheld or delayed; (b) the Indemnified Party may participate in such defense defense, if it so chooses with its own counsel and at such party’s its own expense; providedand (c) any such defense or compromise shall be conducted in a manner which is reasonable and not contrary to the Indemnified Party’s interest. In the event the Indemnifying Party does not undertake to defend or compromise, however, that the Indemnifying Party shall pay such expense if representation of promptly notify the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure intention not to give such notice is materially prejudicial to an Indemnifying Party’s ability undertake to defend such action. No Indemnifying Party, in or compromise the defense of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without the Indemnifying Party’s prior written consentclaim.

Defense of Claims. Each party entitled to indemnification under this Section 6 Article VIII (the “"Indemnified Party”") shall give notice agrees to notify the party required to provide indemnification (the “"Indemnifying Party”") with reasonable promptness of any claim asserted against it in respect of which the Indemnifying Party may be liable under this Agreement, which notification shall be accompanied by a written statement setting forth the basis of such claim and the manner of calculation thereof. The failure of the Indemnified Party to promptly after give notice shall not preclude such Indemnified Party has actual knowledge of any claim as from obtaining indemnification under this Article 8, except to which indemnity may be soughtthe extent, and shall permit only to the extent, that the Indemnifying Party's failure actually prejudices the rights or increases the liabilities and obligations of the Indemnifying Party. The Indemnifying Party shall have the right, at its election, to assume the defense of defend or compromise any such claim or any litigation resulting therefromat their own expense with counsel of their choice; provided, provided however, that (a) such counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be have been approved by the Indemnified Party (whose prior to engagement, which approval shall not be unreasonably be withheld), and withheld or delayed; (b) the Indemnified Party may participate in such defense defense, if it so chooses with its own counsel and at such party’s its own expense; providedand (c) any such defense or compromise shall be conducted in a manner which is reasonable and not contrary to the Indemnified Party's interest. In the event the Indemnifying Party does not undertake to defend or compromise, however, that the Indemnifying Party shall pay such expense if representation of promptly notify the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure intention not to give such notice is materially prejudicial to an Indemnifying Party’s ability undertake to defend such action. No Indemnifying Party, in or compromise the defense of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without the Indemnifying Party’s prior written consentclaim.

Defense of Claims. Each Promptly after receipt by an indemnified party entitled to indemnification under this Section 6 of notice of the commencement of any action (the “Indemnified Party”) shall give notice including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 6, deliver to the indemnifying party required a written notice of the commencement thereof and the indemnifying party shall have the right to provide indemnification (participate in, and, to the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of extent the indemnifying party so desires, jointly with any claim as to which indemnity may be soughtother indemnifying party similarly noticed, and shall permit the Indemnifying Party to assume the defense of any thereof with counsel mutually satisfactory to such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expenseindemnifying parties; provided, however, that an indemnified party (together with all other indemnified parties which may be represented without conflict by one counsel) shall have the Indemnifying Party shall pay such expense right to retain one separate counsel, with the fees and expenses to be paid by the indemnifying party, if representation of such indemnified party by the Indemnified Party by counsel retained by the Indemnifying Party indemnifying party would be inappropriate due to actual or potential differing interests between the Indemnified Party such indemnified party and any other party represented by such counsel in such proceeding, and provided further that . The failure to deliver written notice to the failure indemnifying party within a reasonable time of the commencement of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially action, if prejudicial to an Indemnifying Party’s its ability to defend such action. No Indemnifying Party, in shall relieve such indemnifying party of liability to the defense indemnified party under this Section 6 to the extent, and only to the extent, prejudiced thereby, but the omission so to deliver written notice to the indemnifying party will not relieve it of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect that it may have to any settlement entered into without the Indemnifying Party’s prior written consentindemnified party otherwise than under this Section 6.

Defense of Claims. Each party entitled to indemnification under this Section 6 Within thirty (the “Indemnified Party”30) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly Days after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefromreceives a Claim Notice, provided that counsel for the Indemnifying Party, who Party shall conduct the defense of such claim or litigation, shall be approved by notify the Indemnified Party (whose approval shall whether or not unreasonably be withheld)the Indemnifying Party will assume responsibility for defense and payment of the Claim. Ifthe Indemnifying Party elects not to assume responsibility for defense and payment of the Claim, and the Indemnified Party may participate defend against, or enter into any settlement with respect to, the Claim as it deems appropriate without relieving the Indemnifying Party of any indemnification obligations the Indemnifying Party may have with respect to such Claim. The Indemnifying Party's failure to respond in writing to the Claim Notice within the thirty (30) Day period shall be deemed an election by the Indemnifying Party not to assume responsibility for defense and payment of the Claim. Ifthe Indemnifying Party elects to assume responsibility for defense and payment of the Claim: (a) the Indemnifying Party shall defend the Indemnified Party 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 at such party’s expense; provideddefense), however, that (b) the Indemnifying Party shall pay any judgment entered or settlement with respect to such expense if representation of the Indemnified Party by counsel retained by Claim, (c) the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which with respect to the Claim that does not include as an unconditional term thereof a provision whereby the giving by plaintiff or claimant in the claimant or plaintiff to such matter releases the Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to the Claim, and (d) the Indemnified Party shall not consent to entry of any judgment or enter into any settlement entered into with respect to the Claim without the Indemnifying Party’s Party 's prior written consent. In all instances the Indemnified Party may employ separate counsel and participate in the defense of a Claim, but the Indemnified Party shall bear all fees and expenses of counsel employed by the Indemnified Party.

Defense of Claims. Each party entitled In connection with any claim that may give rise to indemnification indemnity under this Section 6 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge Article IX resulting from or arising out of any claim as to which indemnity may be soughtor Proceeding against an Indemnitee by a Person that is not a party hereto, and shall permit the Indemnifying Party may (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice sent at any time to the relevant Indemnitee, assume the defense of any such claim or any litigation resulting therefrom, provided that Proceeding. The Indemnifying Party shall select counsel for the Indemnifying Party, who shall reasonably acceptable to such Indemnitee to conduct the defense of such claim or litigationProceeding, shall be approved by take all steps reasonably necessary in the Indemnified Party (whose approval defense or settlement thereof and shall not unreasonably be withheld), at all times diligently and promptly pursue the Indemnified Party may participate in such defense at such party’s expense; provided, however, that resolution thereof. If the Indemnifying Party shall pay such expense if representation have assumed the defense of the Indemnified Party by counsel retained by any claim or Proceeding in accordance with this Section 9.5, the Indemnifying Party would shall be inappropriate due authorized to actual consent to a settlement of, or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure entry of any Indemnified Party to give notice as provided herein shall not relieve judgment arising from, any such claim or Proceeding, if it first obtains the written consent of each Indemnitee. If the Indemnifying Party has so elected to assume the defense, each Indemnitee shall be entitled to participate in (but not control) the defense of any such action, with its own counsel and at its own expense. Each Indemnitee shall, and shall cause each of its obligations under this Section 6 unless Affiliates, officers, employees, consultants and agents to, cooperate fully with the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, Party in the defense of any claim or Proceeding being defended by the Indemnifying Party pursuant to this Section 9.5. If the Indemnifying Party does not assume the defense of any claim or Proceeding resulting therefrom in accordance with the terms of this Section 9.5, such Indemnitee may defend against such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include Proceeding in such manner as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without the Indemnifying Party’s prior written consentit may deem appropriate.

Defense of Claims. Each party entitled to indemnification under this Section 6 Article VII (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigationany litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), ) and the Indemnified Party may participate in such defense at such party’s expense; provided, however, the Indemnified Party's expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party shall pay such expense if representation of and the Indemnified Party by in such action, in which case the fees and expenses of counsel retained by shall be at the expense of the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceedingParty), and provided further provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless Article VII unless, and only to the failure to give such notice extent that, the Indemnifying Party is materially prejudicial to an Indemnifying Party’s ability to defend such actionprejudiced thereby. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheldParty, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required to indemnify any Indemnified Party in connection with respect to any settlement entered into without the Indemnifying Party’s prior written consentdefense of such claim and litigation resulting therefrom.

Defense of Claims. Each party entitled to The Buyer or Seller Party that seeks indemnification under this Section 6 (the an “Indemnified Party”) shall give notice to promptly notify the other party required to provide indemnification (the “Indemnifying Party”) promptly after such of any actual or potential claim (provided, that no delay or deficiency on the part of the Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit in so notifying the Indemnifying Party will relieve the Indemnifying Party of any liability or obligation under this Agreement except to the extent the Indemnifying Party has suffered actual prejudice) and the Indemnifying Party shall assume the defense thereof (with counsel selected by the Indemnifying Party and reasonably satisfactory to the Indemnified Party). Provided, however, that an Indemnified Party shall have the right to retain its own counsel and participate in the defense thereof, at its own cost. If the Indemnifying Party shall fail to timely assume the defense of and reasonably defend the Indemnified Party, the Indemnified Party shall have the right to retain or assume control of such defense and the Indemnifying Party shall pay (as incurred and on demand) the reasonable fees and expenses of counsel retained by the Indemnified Party and all other commercially reasonable expenses of investigation and litigation. The Indemnified Party, and its directors, officers, advisers, agents and employees, shall cooperate fully with the Indemnifying Party and its legal representatives in the investigations of any Claim. The Indemnifying Party shall not be liable for the indemnification of any Claim settled (or resolved by consent to the entry of judgment) without the written consent of the Indemnifying Party. Also, if the Indemnifying Party shall control the defense of any such claim or any litigation resulting therefromClaim, provided that counsel for the Indemnifying Party, who Party shall conduct have the defense of right to settle such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expenseClaim; provided, however, that the Indemnifying Party shall pay such expense if representation of obtain the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the prior written consent of each Indemnified Party (which consent shall not be unreasonably withheld, consent to entry conditioned or delayed) of any judgment or enter the Indemnified Party before entering into any settlement which of (or resolving by consent to the entry of judgment upon) such Claim unless: (a) there is no finding or admission of any violation of law or any violation of the rights of any person or entity by an Indemnified Party, no requirement that the Indemnified Party admit fault or culpability, and no adverse effect on any other claims that may be made by or against the Indemnified Party and (b) the sole relief provided is monetary damages that are paid in full by the Indemnifying Party and such settlement does not include as an unconditional term thereof require the giving by the claimant or plaintiff to such Indemnified Party to take (or refrain from taking) any action. Regardless of a release from all liability who controls the defense, the other party hereto shall reasonably cooperate in respect to such claim or litigationthe defense as may be requested. No Without limitation, the party hereto which is not the Indemnifying Party and (if different) the Indemnified Party, and their respective directors, officers, advisers, agents and employees, shall be required to indemnify any Indemnified Party cooperate fully with respect to any settlement entered into without the Indemnifying Party’s prior written consentParty and its legal representatives in the investigation and defense of any Claim.

Defense of Claims. Each party entitled to indemnification under this Section 6 Article VI (the “"Indemnified Party”") shall give notice agrees to notify the party required to provide indemnification (the “"Indemnifying Party”") with reasonable promptness of any claim asserted against it in respect of which the Indemnifying Party may be liable under this Agreement, which notification shall be accompanied by a written statement setting forth the basis of such claim and the manner of calculation thereof. The failure of the Indemnified Party to promptly after give notice shall not preclude such Indemnified Party has actual knowledge of any claim as from obtaining indemnification under this Article VI, except to which indemnity may be soughtthe extent, and shall permit only to the extent, that the Indemnifying Party's failure actually prejudices the rights or increases the liabilities and obligations of the Indemnifying Party. The Indemnifying Party shall have the right, at its election, to assume the defense of defend or compromise any such claim or any litigation resulting therefromat their own expense with counsel of their choice; provided, provided that however, that: (i) such counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be have been approved by the Indemnified Party (whose prior to engagement, which approval shall not be unreasonably be withheld), and withheld or delayed; (ii) the Indemnified Party may participate in such defense defense, if it so chooses with its own counsel and at such party’s its own expense; providedand (iii) any such defense or compromise shall be conducted in a manner which is reasonable and not contrary to the Indemnified Party's interest. In the event the Indemnifying Party does not undertake to defend or compromise, however, that the Indemnifying Party shall pay such expense if representation of promptly notify the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure intention not to give such notice is materially prejudicial to an Indemnifying Party’s ability undertake to defend such action. No Indemnifying Party, in or compromise the defense of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without the Indemnifying Party’s prior written consentclaim.

Defense of Claims. Each party entitled to indemnification In fulfilling its obligations under this Section 6 (7.3, after the “Indemnifying Party has provided each Indemnified Party”) shall give Party with a written notice of its agreement to the party required to provide indemnification (the “Indemnifying Party”) promptly after indemnify each Indemnified Party under this Section 7.3, as between such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay have the right to investigate, defend, settle or otherwise handle, with the aforesaid cooperation, any claim, suit, action or proceeding, brought by a third party in such expense if representation of manner as the Indemnified Indemnifying Party by may reasonably deem appropriate; provided, that (i) counsel retained by the Indemnifying Party would be inappropriate due is reasonably satisfactory to actual or potential differing interests between the Indemnified Party and (ii) the Indemnifying Party will not consent to any settlement or entry of judgment imposing any obligations on any Indemnified Parties, other party represented by than financial obligations for which such counsel Person will be indemnified hereunder, unless such Person has consented in writing to such settlement or judgment (which consent may be given or withheld in its sole discretion) and (iii) the Indemnifying Party will not consent to any settlement or entry of judgment unless, in connection therewith, the Indemnifying Party obtains a full and unconditional release of the Indemnified Party from all liability with respect to such suit, action, investigation, claim or proceeding. Notwithstanding the Indemnifying Party's election to assume the defense or investigation of such claim, action or proceeding, the Indemnified Party shall have the right to employ separate counsel and provided further that to participate in the failure defense or investigation of any such claim, action or proceeding, which participation shall be at the expense of the Indemnifying Party, if (a) on the advice of counsel to the Indemnified Party use of counsel of the Indemnifying Party's choice could reasonably be expected to give rise to a material conflict of interest, (b) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to give represent the Indemnified Party within a reasonable time after notice as provided herein shall not relieve of the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense assertion of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent to entry institution of any judgment such action or enter into any settlement which does not include as an unconditional term thereof proceeding, (c) if the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any authorize the Indemnified Party with respect to any settlement entered into without employ separate counsel at the Indemnifying Party’s prior written consent's expense, or (d) such action shall seek relief other than monetary damages against the Indemnified Party.

Defense of Claims. Each party entitled In connection with any claim that may give ----------------- rise to indemnification indemnity under this Section 6 resulting from or arising out of any claim or Proceeding (as defined in Section 6(e) below) against an Indemnitee by a Person that is not a party hereto, the “Indemnified Party”Indemnifying Party may (unless such Indemnitee elects not to seek indemnity hereunder for such claim) but shall give not be obligated to, upon written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be soughtrelevant Indemnitee, and shall permit the Indemnifying Party to assume the defense of any such claim or Proceeding if the Indemnifying Party with respect to such claim or Proceeding acknowledges (which acknowledgment may be subject to the Indemnifying Party's right to object to such claims pursuant to Section 6(c)) 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) and provides assurances, reasonably satisfactory to such Indemnitee, that the Indemnifying Party is financially able to assume the defense of such claim to the extent provided herein if such claim or Proceeding is decided adversely; provided, however, that -------- ------- nothing set forth herein shall be deemed to require the Indemnifying Party to waive any litigation resulting therefromcross-claims or counterclaims for Damages the Indemnifying Party may have against the Indemnitee. The Indemnitee shall be entitled to retain one separate counsel, provided that counsel for reasonably acceptable to the Indemnifying Party, who if the Indemnitee shall determine, upon the written advice of counsel, that, based on applicable ethical standards, an actual or potential conflict of interest exists between the Indemnifying Party and the Indemnitee in connection with such Proceeding. The Indemnifying Party shall be obligated to pay the reasonable fees and expenses of such separate counsel to the extent the Indemnitee is entitled to indemnification by the Indemnifying Party with respect to such claim or Proceeding under this Section 6(d). If the Indemnifying Party assumes the defense of any such claim or Proceeding, the Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of such claim or litigationProceeding, shall be approved by take all steps necessary in the Indemnified defense or settlement thereof and shall at all times diligently and promptly pursue the resolution thereof. If the Indemnifying Party (whose approval shall not unreasonably be withheldhave assumed the defense of any claim or Proceeding in accordance with this Section 6(d), and the Indemnified Indemnifying Party may participate in shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such defense at such party’s expenseclaim or Proceeding; provided, however, that the -------- ------- Indemnifying Party shall pay or cause to be paid all amounts arising out of such expense if representation of settlement or judgment concurrently with the Indemnified Party by counsel retained by 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 without the prior written consent of the Indemnitee; and provided further, that a condition to any such settlement -------- ------- shall be inappropriate due a complete release of such Indemnitee and its directors, officers and employees with respect to actual or potential differing interests between such claim, including any reasonably foreseeable collateral consequences thereof. Such Indemnitee shall be entitled to participate in (but not control) the Indemnified Party defense of any such Action, with its own counsel and any other party represented by such counsel in such proceedingat its own expense. Each Indemnitee shall, and provided further that the failure shall cause each of any Indemnified Party to give notice as provided herein shall not relieve its Affiliates, directors, officers, employees and agents to, cooperate fully with the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any claim or Proceeding being defended by the Indemnifying Party pursuant to this Section 6(d). If the Indemnifying Party does not assume the defense of any claim or Proceeding resulting therefrom in accordance with the terms of this Section 6(d), such Indemnitee may defend against such claim or litigation shallProceeding in such manner as it may deem appropriate, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to including settling such claim or litigationProceeding after giving notice of the same to the Indemnifying Party, on such terms as such Indemnitee may deem appropriate. No If any Indemnifying Party seeks to question the manner in which such Indemnitee defended such claim or Proceeding or the amount or nature of any such settlement, such Indemnifying Party shall be required have the burden to indemnify any Indemnified Party with respect to any settlement entered into without prove by a preponderance of the Indemnifying Party’s prior written consentevidence that such Indemnitee did not defend such claim or Proceeding in a reasonably prudent manner.

Defense of Claims. Each party entitled to indemnification under this Section 6 (the “The Indemnified Party”) Party shall give prompt notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as against the Indemnified Party which might give rise to which a claim based upon any indemnity may be soughtcontained herein. The notice shall set forth in reasonable detail the nature and basis of the claim and the actual or estimated amount thereof, and shall permit if known to the Indemnified Party. In the event any action, suit or proceeding is brought against the Indemnified Party with respect to any such claim, the Indemnifying Party shall have the right, at its sole cost and expense, to assume defend, in the name and on behalf of the Indemnified Party, any such action, suit or proceeding with counsel of the Indemnifying Party's choice. The parties hereto agree to render to each other such assistance as may reasonably be required in order to ensure the proper and adequate defense of any such claim action, suit or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the proceeding. The Indemnified Party (whose approval shall not unreasonably be withheld)have the right to participate, at its own expense and the Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if representation of the Indemnified Party by with counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Partychoosing, in the defense of any such claim or litigation shall, except against which it is indemnified hereunder and it shall be kept fully informed with respect thereto. Without the prior written consent of each the Indemnified Party Party, which consent shall not be unreasonably withheld, consent to entry of any judgment conditioned or enter into any settlement which does not include as an unconditional term thereof delayed, the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify not make any settlement of any claim if as a result thereof the Indemnified Party with respect would become subject to any settlement entered into without injunctive or other equitable relief or the Tax status, business or financial condition of the Indemnified Party would be adversely affected. Without the prior written consent of the Indemnifying Party’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, the Indemnified Party shall not make any settlement of any claim which might give rise to liability of the Indemnifying Party under any indemnity contained herein.

Defense of Claims. Each party entitled In connection with any claim that may give rise to indemnification indemnity under this Section 6 resulting from or arising out of any claim or Proceeding against an Indemnitee by a person or entity that is not a party hereto, the Indemnifying Party may (the “Indemnified Party”) unless such Indemnitee elects not to seek indemnity hereunder for such claim), but shall give not be obligated to, upon written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be soughtrelevant Indemnitee, and shall permit the Indemnifying Party to assume the defense of any such claim or Proceeding if the Indemnifying Party provides assurances, reasonably 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; PROVIDED, HOWEVER, that nothing set forth herein shall be deemed to require the Indemnifying Party to waive any litigation resulting therefromcrossclaims or counterclaims the Indemnifying Party may have against the Indemnitee for damages. The Indemnitee shall be entitled to retain separate counsel, provided that counsel for reasonably acceptable to the Indemnifying Party, who if the Indemnitee shall determine, upon the written advice of counsel, that an actual or potential conflict of interest exists between the Indemnifying Party and the Indemnitee in connection with such Proceeding. The Indemnifying Party shall be obligated to pay the reasonable fees and expenses of such separate counsel to the extent the Indemnitee is entitled to indemnification by the Indemnifying Party with respect to such claim or Proceeding under this subpart (d). If the Indemnifying Party assumes the defense of any such claim or Proceeding, the Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of such claim or litigationProceeding, shall be approved by take all steps necessary in the Indemnified 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 subpart (whose approval shall not unreasonably be withheldd), and the Indemnified Indemnifying Party may participate in shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such defense at claim or Proceeding, with the prior written consent of such party’s expenseIndemnitee, not to be unreasonably withheld; providedPROVIDED, howeverHOWEVER, that the Indemnifying Party shall pay or cause to be paid all amounts arising out of such expense if representation settlement or judgment concurrently with the effectiveness thereof; PROVIDED, FURTHER, that the Indemnifying party shall not be authorized to encumber any of the Indemnified Party by 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 action, with its own counsel retained by 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 would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any claim or Proceeding being defended by the Indemnifying Party pursuant to this subpart (d). If the Indemnifying Party does not assume the defense of any claim or Proceeding resulting therefrom in accordance with the terms of this subpart (d), such Indemnitee may defend against such claim or litigation shallProceeding in such manner as it may deem appropriate, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to including settling such claim or litigationProceeding after giving notice of the same to the Indemnifying Party, on such terms as such Indemnitee may deem appropriate. No 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, such Indemnifying Party shall be required have the burden to indemnify any Indemnified Party with respect to any settlement entered into without prove by a preponderance of the Indemnifying Party’s prior written consentevidence that such Indemnitee did not defend such claim or Proceeding in a reasonably prudent manner.

Defense of Claims. Each If a claim for Loss (a "Claim") is to be made by a party entitled to indemnification hereunder (the "Indemnified Party") against the party from whom indemnification is claimed (the "Indemnifying Party"), the Indemnified Party shall 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 Loss for which indemnification may be sought under this Section 6 (the “Indemnified Party”) shall give notice 13. If any lawsuit or enforcement action is filed against any party entitled to the party required benefit of indemnity hereunder, written notice thereof shall be given to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume as promptly as practicable (and in any event within ten (10) business days after the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if representation service of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual citation or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the summons). The failure of any Indemnified Party to give timely notice as provided herein hereunder shall not relieve affect rights to indemnification hereunder, except to the extent that the Indemnifying Party of its obligations under this demonstrates actual Loss caused by such failure. Notwithstanding the foregoing, a Claim Notice must be made within the survival period set forth in Section 6 unless 12, whether or not the Indemnifying Party is prejudiced by any failure to give such notice is materially prejudicial to the Claim Notice. The Claim Notice shall describe in reasonable detail the nature of the Claim, including an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in estimate of the defense amount of any such claim Loss that have been or litigation shall, except with may be suffered or incurred by the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff attributable to such Claim, the basis of the Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without Party's request for indemnification under the Indemnifying Party’s prior written consent.Agreement and all

Defense of Claims. Each In the event that a third-party entitled claim is made against one Party (the Indemnified Party) that may give rise to an indemnification claim by such Party against the other (the Indemnifying Party), then the Indemnified Party shall promptly provide written notice to the Indemnifying Party (i) describing in reasonable detail the nature of the third-party claim and the basis for the request for indemnification under this Section 6 Agreement, (ii) including a copy of all documents or pleadings related to such third-party claim, and (iii) including the “Indemnified Party”) shall give notice to ’s best estimate of the amount of liabilities, damages, losses, costs or expenses that may arise from such third-party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the claim. The Indemnifying Party to may assume control of the defense of the indemnification claim. Such defense shall include all appeals or reviews. The Indemnifying Party shall not make any such claim or settlement of any litigation resulting therefrom, provided that counsel for third-party claims without the Indemnifying Party, who shall conduct the defense written consent of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent conditioned or delayed) unless such settlement (x) provides for a complete release of the claims, (y) involves solely the payment or expenditure of money or performance of services that the Indemnifying Party commits to entry pay, expend or perform or cause to be paid, expended or performed, and (z) does not encumber any of the assets of any judgment or enter into any settlement which does not include as an unconditional term thereof Indemnified Party. If the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim withholds, conditions or litigation. No Indemnifying delays its consent unreasonably, the Indemnified Party shall be required to indemnify obligated for any future expenses and excess settlement amounts. The Indemnified Party shall fully cooperate in connection with respect the defense of any such third-party claims including, without limitation, reasonable access to any settlement entered into without the Indemnifying Indemnified Party’s prior written consentrecords and personnel relating to such third-party claim, and will have the right to participate in the defense of any third-party claim by counsel of its own choosing and at its own expense.

Defense of Claims. Each 11.3.1 An Indemnified Party shall promptly notify an Indemnifying Party of any third party entitled to indemnification under this Section 6 (Claims commenced or asserted against the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after . Upon receipt of such Indemnified Party has actual knowledge of any claim as to which indemnity may be soughtnotice, and shall permit the Indemnifying Party to assume shall promptly (i) at its expense undertake the defense of any the Indemnified Party against such claim or any litigation resulting therefrom, provided that third party Claim with counsel for of the Indemnifying Party, who shall conduct ’s choice reasonably satisfactory to the Indemnified Party; and (ii) permit the Indemnified Party to participate in the defense thereof and to retain separate counsel at the Indemnified Party’s expense. The Indemnifying Party shall not settle a third party Claim without the prior written consent of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld); provided, consent however, if notice is given to entry an Indemnifying Party of the commencement of any judgment or enter into any settlement which action and the Indemnifying Party does not include as an unconditional term thereof not, within 20 days after receipt of the giving by Indemnified Party’s notice, give notice to the claimant or plaintiff to such Indemnified Party of a release from all liability in respect its intention to such claim or litigation. No assume the defense thereof, the Indemnifying Party shall be required to indemnify bound by any determination made in such action, or any compromise or settlement effected by the Indemnified Party. In the event that the Indemnified Party reasonably concludes that an actual or potential conflict of interest exists between the Indemnifying Party and the Indemnified Party in connection with respect the defense of such action, following notice to any settlement entered into without the Indemnifying Party describing and explaining the conflict the Indemnified Party may employ its own counsel and assume its own defense, and the reasonable fees and expenses of such counsel shall be paid by the Indemnifying Party’s prior written consent; provided, however that in the event that the Indemnified Party is simultaneously represented by more than one firm, then during such period of simultaneous representation, the Indemnifying Party shall only be required to pay the fees and expenses of one firm.

Defense of Claims. Each party entitled to indemnification under this Section 6 (If the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge shall notify the Indemnifying Party of any claim as or demand pursuant to which indemnity may be soughtSection 7.2 or 7.3 asserted by a third party, and shall permit the Indemnifying Party shall have the right (i) to assume employ counsel reasonably acceptable to the defense of Indemnified Party to defend any such claim or any litigation resulting therefrom, provided that counsel for demand asserted against the Indemnifying Indemnified Party, who shall (ii) to control and conduct the defense of such claim any proceedings or litigation, shall be approved by negotiations in connection therewith and necessary or appropriate to defend the Indemnified Party and (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in iii) to take all other steps or proceedings to settle or defend any such defense at such party’s expense; claims (provided, however, that the Indemnifying Party shall pay not settle any such expense if representation claim or demand unless such settlement provided for a full release of each Indemnified Party from all liability with respect to such claim or demand). The Indemnifying Party shall notify the Indemnified Party by counsel retained in writing, as promptly as possible after receipt of the Claim Notice (but in any case within 30 days of receipt by the Indemnifying Party would be inappropriate due of a Claim Notice) of its election to actual defend any such third party claim or potential differing interests between demand. In the event that the Indemnifying Party assumes the defense as provided in the preceding two sentences, the Indemnified Party and any other party represented by such counsel shall have the right to participate in such proceedingdefense (including without limitation with counsel of its choice), at its own expense, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party shall reasonably cooperate with the Indemnified Party in connection with such participation. If the Indemnifying Party does not deliver to the Indemnified Party written notice within the 30-day period following receipt of its obligations under this Section 6 unless a Claim Notice that the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in Party will assume the defense of any such claim or litigation shallresulting therefrom, except with the Indemnified Party may defend against any such claim or litigation in such manner as it may deem appropriate, at the cost of the Indemnified Party, provided that the Indemnified Party shall not settle any such claim without the prior written consent of each Indemnified Party the Indemnifying Party, which consent shall will not be unreasonably withheld, consent to entry of any judgment withheld or enter into any settlement which delayed. In the event that the Indemnifying Party does not include assume the defense as an unconditional term thereof provided in the giving by immediately preceding sentence, the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required have the right to indemnify any participate in such defense (including without limitation with counsel of its choice), at its own expense, and the Indemnified Party shall reasonably cooperate with respect to any settlement entered into without the Indemnifying Party’s prior written consentParty in connection with such participation, and in all cases the Indemnified Party shall keep the Indemnifying Party reasonably informed as to all matters concerning such third party claim and shall promptly notify the Indemnifying Party in writing of any and all significant developments relating thereto.

Defense of Claims. Each party entitled to indemnification under this Section 6 If Litchfield (the “"Indemnified Party”") asserts that Biofarm and/or the Majority Shareholders (each an "Indemnifying Party," collectively referred to herein as the "Indemnifying Parties") have become obligated to the Indemnified Party pursuant to Section 13.1 hereof or in the event that any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which the Indemnifying Parties may become obligated to the Indemnified Party hereunder, the Indemnified Party shall give notice thereof to the party required Indemnifying Parties. The Indemnifying Parties shall have the right, at their expense and with counsel of their choosing, to provide indemnification (the “Indemnifying Party”) promptly after defend, contest or otherwise protest against any such suit, action, investigation, claim or proceeding. The Indemnified Party has actual knowledge of any claim as shall have the right, but not the obligation, to which indemnity may be sought, and shall permit the Indemnifying Party to assume participate at its own expense in the defense thereof by counsel of any such claim or any litigation resulting therefromthe Indemnified Party's choice. In the event that, provided that counsel for the Indemnifying Party, who shall conduct the defense within fifteen (15) days of receipt of such claim or litigation, shall be approved notice by the Indemnified Party to the Indemnifying Parties, the Indemnifying Parties fail to (whose approval i) notify the Indemnified Party of their intent to defend or (ii) defend, contest or otherwise protest against such suit, action, investigation, claim or proceeding, the Indemnified Party shall not unreasonably be withheld), have the right to do so and the Indemnified Party may participate shall be entitled to recover, in addition to all other amounts contemplated herein, the entire cost of such defense at such party’s expense; provided, however, that from the Indemnifying Party Parties. In any event, the Indemnifying Parties shall pay not compromise or settle any such expense if representation suit, action, investigation, claim or proceeding without the prior written consent of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without the Indemnifying Party’s prior written consent.

Defense of Claims. Each party entitled If Biofarm and/or the Majority Shareholders (each an "Indemnified Party," collectively referred to indemnification under this Section 6 herein as the "Indemnified Parties") assert that Litchfield (the “"Indemnifying Party") has become obligated to the Indemnified Party”) Parties pursuant to Section 12.1 hereof or in the event that any suit, action, investigation, claim or proceeding is begun, made or instituted as a result of which the Indemnifying Party may become obligated to the Indemnified Parties hereunder, the Indemnified Parties shall give notice thereof to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the . The Indemnifying Party shall have the right, at its expense and with counsel of its choosing, to assume defend, contest or otherwise protest against any such suit, action, investigation, claim or proceeding. The Indemnified Parties shall have the right, but not the obligation, to participate at their own expense in the defense thereof by counsel of any the Indemnified Parties' choice. In the event that, within fifteen (15) days of receipt of such claim or any litigation resulting therefrom, provided that counsel for notice by the Indemnified Parties to the Indemnifying Party, who shall conduct the defense Indemnifying Party fails to (i) notify the Indemnified Parties of its intent to defend or (ii) defend, contest or otherwise protest against such suit, action, investigation, claim or litigationproceeding, shall be approved by the Indemnified Party (whose approval Parties shall not unreasonably be withheld), have the right to do so and the Indemnified Party may participate Parties shall be entitled to recover, in addition to all other amounts contemplated herein, the entire cost of such defense at such party’s expense; providedfrom the Indemnifying Party. In any event, however, that the Indemnifying Party shall pay not compromise or settle any such expense if representation suit, action, investigation, claim or proceeding without the prior written consent of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without the Indemnifying Party’s prior written consentParties.

Defense of Claims. Each party entitled to indemnification under this Section 6 Within thirty (the “Indemnified Party”30) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly Days after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party receives a Claim Notice, the Indemnifying Party shall notify the Indemnified Party whether or not the Indemnifying Party will assume responsibility for defense and payment of the Claim. The Indemnified Party is authorized, prior to assume the defense 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 any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct and that is not prejudicial to the Indemnifying Party. If the Indemnifying Party elects not to assume responsibility for defense and payment of such claim or litigationthe Claim, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate defend against, or enter into any settlement with respect to, the Claim as it deems appropriate without relieving the Indemnifying Party of any indemnification obligations the Indemnifying Party may have with respect to such Claim. The Indemnifying Party’s failure to respond in writing to a Claim Notice within the thirty (30) Day period shall be deemed an election by the Indemnifying Party not to assume responsibility for defense and payment of the 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 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 at such party’s expense; provideddefense), however, that (b) the Indemnifying Party shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent to entry of any judgment entered or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in with respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without the Indemnifying Party’s prior written consent.Claim,

Defense of Claims. Each party entitled In connection with any claim that may give rise to indemnification indemnity under this Section 6 8 resulting from or arising out of any claim or Proceeding against an Indemnitee by a person or entity that is not a party hereto, the Indemnifying Party may (the “Indemnified Party”unless such Indemnitee elects not to seek indemnity hereunder for such claim) but shall give not be obligated to, upon written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be soughtrelevant Indemnitee, and shall permit the Indemnifying Party to assume the defense of any such claim or Proceeding if the Indemnifying Party with 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); provided, however, that nothing set forth herein shall be deemed to require the Indemnifying Party to waive any litigation resulting therefromcrossclaims or counterclaims the Indemnifying Party may have against the Indemnified Party for damages. The Indemnified Party shall be entitled to retain separate counsel, provided that counsel for reasonably acceptable to the Indemnifying Party, who if the Indemnified Party shall determine, upon the written advice of counsel, that an actual or potential conflict of interest exists between the Indemnifying Party and the Indemnified Party in connection with such Proceeding. The Indemnifying Party shall be obligated to pay the reasonable fees and expenses of such separate counsel to the extent the Indemnified Party is entitled to indemnification by the Indemnifying Party with respect to such claim or Proceeding under this Section 8(d). If the Indemnifying Party assumes the defense of any such claim or Proceeding, the Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of such claim or litigationProceeding, shall be approved by take all steps necessary in the Indemnified defense or settlement thereof and shall at all times diligently and promptly pursue the resolution thereof. If the Indemnifying Party (whose approval shall not unreasonably be withheldhave assumed the defense of any claim or Proceeding in accordance with this Section 8(d), and the Indemnified Indemnifying Party may participate in shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such defense at claim or Proceeding, with the prior written consent of such party’s expenseIndemnitee, not to be unreasonably withheld; provided, however, that the Indemnifying Party shall pay such expense if representation not be authorized to encumber any of the Indemnified Party by counsel retained by the Indemnifying Party assets of any Indemnitee or to agree to any restriction that would be inappropriate due apply to actual any Indemnitee or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, to its conduct of business; and provided further further, that the failure of any Indemnified Party a condition to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without the Indemnifying Party’s prior written consent.a complete release of such Indemnitee and its

Defense of Claims. Each party entitled to indemnification under this Section 6 7 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if if, in the reasonable judgment of the Indemnified Party, representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding; and provided, and provided further further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 7 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheldParty, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without the such Indemnifying Party’s prior written consent.

Defense of Claims. Each The indemnifying party entitled shall have thirty (30) calendar days after receipt of either notice referred to indemnification under in Section 13.03 of this Section 6 (Agreement to notify the “Indemnified Party”) indemnified party that it elects to conduct and control any legal or administrative action or suit with respect to an indemnifiable claim. If the indemnifying party does not give such notice, the indemnified person shall give notice have the right to defend, contest, settle or compromise such action or suit in the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge exercise of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld)its exclusive discretion, and the Indemnified Party may participate indemnifying party shall, upon request from the indemnified person, promptly pay the indemnified person in accordance with the other provisions of this Article XIII the amount of any Damages resulting from its liability to the third party claimant. If the indemnifying party gives such defense notice, it shall have the right to undertake, conduct and control, through counsel of its own choosing at its sole expense, the conduct and settlement of such party’s expenseaction or suit, and the indemnified person shall cooperate with the indemnifying party in connection therewith; provided, however, that (a) the Indemnifying Party indemnifying party shall pay such expense if representation not thereby permit to exist any lien, encumbrance or other adverse charge securing the claims indemnified hereunder upon any asset of the Indemnified Party by counsel retained by indemnified person, (b) the Indemnifying Party would be inappropriate due indemnifying party shall not thereby consent to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure imposition of any Indemnified Party to give notice as provided herein shall not relieve injunction against the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation shall, except with indemnified person without the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without the Indemnifying Party’s prior written consent.indemnified person,

Defense of Claims. Each party entitled to indemnification ----------------- under this Section 6 Sections 6.1 or 6.2 (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s 's expense; provided, however, that the Indemnifying Party shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 the Agreement unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s 's ability to defend such action. Notwithstanding the foregoing, however, (i) if the Indemnified Party reasonably determines that there may be a conflict between the positions of the Indemnifying Party and of the Indemnified Party in connection with the defense of such action, suit, investigation, inquiry or other proceeding or that there may be legal defenses available to such Indemnified Party different from or in addition to those available to the Indemnifying Party, then counsel for the Indemnified Party shall be entitled to conduct a defense to the extent reasonably determined by such counsel to be necessary to protect the interest of the Indemnified Party, and (ii) in any event, the Indemnified Party shall be entitled to have counsel chosen by such Indemnified Party participate in, but not to conduct, the defense. No Indemnifying Party, in the defense of any such claim or litigation litigation, shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheldParty, consent to entry of any judgment or enter into any settlement which that does not include as an a unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without the Indemnifying Party’s prior written consent.

Defense of Claims. Each party entitled A Party with an indemnification obligation pursuant to indemnification under this Section 6 ARTICLE 11 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the an “Indemnifying Party”) promptly after such shall have the right to defend the Indemnified Party has actual knowledge Parties pursuant to this ARTICLE 11 by counsel of any claim as the Indemnifying Party’s selection (including insurance counsel) reasonably satisfactory to which indemnity may be soughtthe Indemnified Party, and shall permit unless in the opinion of counsel for the Indemnifying Party a conflict of interest between the Parties may exist with respect to such claim. If the Indemnifying Party does not assume the defense of any such claim the Indemnified Party, or any litigation resulting therefrom, provided that if a conflict precludes counsel for the Indemnifying PartyParty from providing the defense, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense; provided, however, that then the Indemnifying Party shall pay such expense reimburse the Indemnified Party on a monthly basis for the Indemnified Party’s defense through separate counsel of the Indemnified Party’s choice. Even if representation the Indemnifying Party assumes the defense of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between with acceptable counsel, the Indemnified Party and any other party represented by such Party, at its sole option, may participate in the defense, at its own expense, with counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve its own choice without relieving the Indemnifying Party of any of its obligations under this Section 6 unless the failure to hereunder. The Parties shall give such each other prompt written notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, of any asserted claims or actions indemnified against hereunder and shall cooperate with each other in the defense of any such claim claims or litigation shall, except with actions. Without the prior written consent of each the Indemnified Party Party, which consent shall not be unreasonably withheld, consent to entry of any judgment conditioned or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No delayed, no Indemnifying Party shall be required to indemnify settle any such claims or actions in a manner that would require any action or forbearance from action by any Indemnified Party with respect to any settlement entered into without the Indemnifying Party’s prior written consent.

Defense of Claims. Each party entitled to indemnification under this Section 6 (In the “Indemnified Party”) event that any legal proceedings shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of be instituted or that any claim as to or demand shall be asserted by any person in respect of which indemnity indemnification may be soughtsought from the indemnifying party under the provisions of Sections 13 and 14 above, the indemnifying party shall have the right, at its option and shall permit the Indemnifying Party at its own expense, to be represented by counsel of its choice and to assume the defense of of, negotiate, settle or otherwise deal with any such legal proceeding, claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expensedemand; provided, however, that if the Indemnifying Party liability or obligation which is the subject matter of such claim shall pay such expense if representation arise out of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual a transaction or potential differing interests between the Indemnified Party and cover any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, period or periods where in the defense indemnified party shall be responsible for part of any such liability or obligation, then both parties jointly shall defend, contest, litigate, settle and otherwise deal with any such claims, each bearing its own expenses and each choosing its own counsel. After any final judgment or award shall have been rendered by a court, arbitration board or administrative agency of competent jurisdiction, or a settlement shall have been consummated, or the parties shall have arrived at a mutually binding agreement with respect to any matter which is the subject matter of an indemnity, the indemnified party shall forward to the indemnifying party notice of any sums due and owing by it with respect to such matter, and the indemnifying party shall pay all of the sums so owing, by certified or bank cashier's check, within thirty (30) days after the date of such notice. The parties agree to cooperate fully with each other in connection with the defense, negotiation or settlement of any such legal proceedings, claim or litigation shalldemand, except with and will not compromise or settle any such legal proceeding, claim or demand without the prior written consent of each Indemnified Party the other party, which consent shall not be unreasonably withheld, consent to entry of any judgment withheld or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without the Indemnifying Party’s prior written consent.delayed; and

Defense of Claims. Each The indemnified party shall have the right, but not the obligation, to contest, defend, and litigate any claim, action, suit or proceeding by any third party alleged or asserted against such party in respect of, resulting from, related to or arising out of any matter for which it is entitled to indemnification under this Section 6 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld)indemnified hereunder, and the Indemnified Party may participate in such defense at such party’s expensereasonable costs and expenses thereof shall be subject to the indemnification obligations of the indemnifying party hereunder; provided, however, that if the Indemnifying Party shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other indemnifying party represented by such counsel acknowledges in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of writing its obligations under this Section 6 unless to indemnify the failure indemnified party in respect of loss to give such notice is materially prejudicial the full extent provided by Article 25.10(a), the indemnifying party shall be entitled, at its option, to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in assume and control the defense of such claim, action, suit or proceeding at its expense and through counsel of its choice if it gives prompt notice of its intention to do so to the indemnified party and reimburses the indemnified party for the reasonable costs and expenses incurred by the indemnified party prior to the assumption by the indemnifying party of such defense. Neither the indemnified Party nor the indemnifying party shall settle or compromise any such claim claim, action, suit or litigation shall, except with proceeding without the prior written consent of each Indemnified Party the other party, which consent shall not be unreasonably withheldwithheld or delayed. Notwithstanding the foregoing, consent the indemnified party shall have the right to entry employ its own counsel and such counsel may participate in such action, but the fees and expenses of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party counsel shall be required to indemnify any Indemnified Party with respect to any settlement entered into without at the Indemnifying Party’s prior written consentexpense of such indemnified party, when and as incurred.

Defense of Claims. Each party entitled to indemnification under this Section 6 7 (the “Indemnified Party”"INDEMNIFIED PARTY") shall give notice to the party required to provide indemnification (the “Indemnifying Party”"INDEMNIFYING PARTY") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s 's expense; provided, however, that the Indemnifying Party shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests (which cannot be resolved by appropriate waiver agreed to by the Indemnified Party) between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 7 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s 's ability to defend such action, but the omission to deliver such written notice to the Indemnifying Party will not relieve it of any liability that it may have had to Indemnified Party otherwise than under this Section 7. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall (not to be unreasonably withheld), consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without the such Indemnifying Party’s 's prior written consent.

Defense of Claims. Each party entitled to indemnification under this Section 6 Article VII (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigationany litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), ) and the Indemnified Party may participate in such defense at such partythe Indemnified Party’s expense; provided, however, expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party shall pay such expense if representation of and the Indemnified Party by in such action, in which case the fees and expenses of counsel retained by shall be at the expense of the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceedingParty), and provided further provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless Article VI unless, and only to the failure to give such notice extent that, the Indemnifying Party is materially prejudicial to an Indemnifying Party’s ability to defend such actionprejudiced thereby. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheldParty, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required to indemnify any Indemnified Party in connection with respect to any settlement entered into without the Indemnifying Party’s prior written consentdefense of such claim and litigation resulting therefrom.

Defense of Claims. Each party entitled asserting a right to indemnification under this Section 6 Article X (the “Indemnified Asserting Party”) shall give notice agrees to notify the party putatively required to provide indemnification (the “Indemnifying Responding Party”) promptly after such Indemnified Party has actual knowledge with reasonable promptness of any claim as to for Damages asserted against it in respect of which indemnity the Responding Party may be soughtliable under this Agreement, which notification shall be accompanied by a written statement setting forth the basis of such claim and the manner of calculation thereof. The Responding Party shall permit have the Indemnifying Party right, at its election, to assume the defense of defend or compromise any such claim or any litigation resulting therefromat its own expense with counsel of its choice; provided, provided however, that (i) such counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be have been approved by the Indemnified Party (whose Asserting Party, which approval shall not be unreasonably be withheld), and withheld or delayed; (ii) the Indemnified Asserting Party may participate in such defense if it so chooses with its own counsel and at such party’s its own expense; providedand (iii) any such defense or compromise shall be conducted in a manner which is reasonable and not prejudicial to the Asserting Party’s interest in such matter. In the event the Responding Party does not undertake to defend or compromise the claim, however, that the Indemnifying Responding Party shall pay such expense if representation of promptly notify the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Asserting Party of its obligations under this Section 6 unless the failure intention not to give such notice is materially prejudicial to an Indemnifying Party’s ability undertake to defend such action. No Indemnifying or compromise the claim, and the Responding Party shall be bound by (a) the final decree of any court of competent jurisdiction deciding the validity and amount of the claim asserted against the Asserting Party, in the defense and (b) any compromise of any such claim or litigation shall, except made with the written prior consent of each Indemnified Party the Responding Party, which consent shall not be unreasonably withheld, consent to entry of any judgment withheld or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without the Indemnifying Party’s prior written consentdelayed.

Defense of Claims. Each party entitled to indemnification under this Section 6 7 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 7 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without the Indemnifying Party’s prior written consent.

Defense of Claims. Each party entitled asserting a right to indemnification under this Section 6 Article VIII (the “Indemnified Asserting Party”) shall give notice agrees to notify the party putatively required to provide indemnification (the “Indemnifying Responding Party”) promptly after such Indemnified Party has actual knowledge with reasonable promptness of any claim as to asserted against it in respect of which indemnity the Responding Party may be soughtliable under this Agreement, which notification shall be accompanied by a written statement setting forth the basis of such claim and the manner of calculation thereof. The Responding Party shall permit have the Indemnifying Party right, at its election, to assume the defense of defend or compromise any such claim or any litigation resulting therefromat its own expense with counsel of its choice; provided, provided however, that (i) such counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be have been approved by the Indemnified Party (whose Asserting Party, which approval shall not be unreasonably be withheld), and withheld or delayed; (ii) the Indemnified Asserting Party may participate in such defense if it so chooses with its own counsel and at such party’s its own expense; providedand (iii) any such defense or compromise shall be conducted in a manner which is reasonable and not prejudicial to the Asserting Party’s interest in such matter. In the event the Responding Party does not undertake to defend or compromise the claim, however, that the Indemnifying Responding Party shall pay such expense if representation of promptly notify the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Asserting Party of its obligations under this Section 6 unless the failure intention not to give such notice is materially prejudicial to an Indemnifying Party’s ability undertake to defend such action. No Indemnifying or compromise the claim, and the Responding Party shall be bound by (a) the final decree of any court of competent jurisdiction deciding the validity and amount of the claim asserted against the Asserting Party, in and (b) any compromise of *The asterisk (*) indicates that material has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the defense Securities and Exchange Commission pursuant to rule 24b-2 of any the rules to the Securities and Exchange Act of 1934, as amended. such claim or litigation shall, except made with the written prior consent of each Indemnified Party the Responding Party, which consent shall not be unreasonably withheld, consent to entry of any judgment withheld or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without the Indemnifying Party’s prior written consentdelayed.

Defense of Claims. Each party entitled In connection with any claim that may give rise to indemnification indemnity under this Section 6 resulting from or arising out of any claim or Proceeding against an Indemnitee by a person or entity that is not a party hereto, the Indemnifying Party may (the “Indemnified Party”) unless such Indemnitee elects not to seek indemnity hereunder for such claim), but shall give not be obligated to, upon written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be soughtrelevant Indemnitee, and shall permit the Indemnifying Party to assume the defense of any such claim or Proceeding if the Indemnifying Party provides assurances, reasonably 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; provided, however, that nothing set forth herein shall be deemed to require the Indemnifying Party to waive any litigation resulting therefromcrossclaims or counterclaims the Indemnifying Party may have against the Indemnitee for damages. The Indemnitee shall be entitled to retain separate counsel, provided that counsel for reasonably acceptable to the Indemnifying Party, who if the Indemnitee shall determine, upon the written advice of counsel, that an actual or potential conflict of interest exists between the Indemnifying Party and the Indemnitee in connection with such Proceeding. The Indemnifying Party shall be obligated to pay the reasonable fees and expenses of such separate counsel to the extent the Indemnitee is entitled to indemnification by the Indemnifying Party with respect to such claim or Proceeding under this subpart (d). If the Indemnifying Party assumes the defense of any such claim or Proceeding, the Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of such claim or litigationProceeding, shall be approved by take all steps necessary in the Indemnified 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 subpart (whose approval shall not unreasonably be withheldd), and the Indemnified Indemnifying Party may participate in shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such defense at claim or Proceeding, with the prior written consent of such party’s expenseIndemnitee, not to be unreasonably withheld; provided, however, that the Indemnifying Party shall pay or cause to be paid all amounts arising out of such expense if representation settlement or judgment concurrently with the effectiveness thereof; provided, further, that the Indemnifying party shall not be authorized to encumber any of the Indemnified Party by 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 action, with its own counsel retained by 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 would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any claim or Proceeding being defended by the Indemnifying Party pursuant to this subpart (d). If the Indemnifying Party does not assume the defense of any claim or Proceeding resulting therefrom in accordance with the terms of this subpart (d), such Indemnitee may defend against such claim or litigation shallProceeding in such manner as it may deem appropriate, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to including settling such claim or litigationProceeding after giving notice of the same to the Indemnifying Party, on such terms as such Indemnitee may deem appropriate. No 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, such Indemnifying Party shall be required have the burden to indemnify any Indemnified Party with respect to any settlement entered into without prove by a preponderance of the Indemnifying Party’s prior written consentevidence that such Indemnitee did not defend such claim or Proceeding in a reasonably prudent manner.

Defense of Claims. Each party entitled Except as otherwise set forth in the last sentence of this Section 9.6, in connection with any claim which may give rise to indemnification indemnity under this Section 6 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge Article IX resulting from or arising out of any claim as to which indemnity may be soughtAction against an Indemnitee by a Person that is not a party hereto, and shall permit the Indemnifying Party may (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice sent at any time to the relevant Indemnitee, assume the defense of any such claim or any litigation resulting therefromAction, provided to the extent that counsel for the Action relates only to monetary damages and the Indemnifying PartyParty provides assurances, who reasonably satisfactory to such Indemnitee, that the Indemnifying Party will be financially able to satisfy such claim in full if such Action is decided adversely. The Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of such claim or litigationAction, shall be approved by take all steps reasonably necessary in the Indemnified Party (whose approval defense or settlement thereof and shall not unreasonably be withheld), at all times diligently and promptly pursue the Indemnified Party may participate in such defense at such party’s expense; provided, however, that resolution thereof. If the Indemnifying Party shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in have assumed the defense of any Action in accordance with this Section 9.6, the Indemnifying Party shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such claim Action, to the extent that the settlement requires only the payment of monetary damages, includes no injunctive provisions or litigation shallperformance requirements of the Indemnitee and includes no admission of guilt or liability. Or in the alternative, except with the written Indemnifying Party will seek consent of each Indemnified Party the Indemnitee (which consent shall not be unreasonably withheldwithheld or delayed). If the Indemnifying Party has so elected to assume the defense, consent each Indemnitee shall be entitled to entry participate in (but not control) the defense of any judgment or enter into such action, with its own counsel and, except as provided herein, at its own expense. Each Indemnitee shall, and shall cause each of its Affiliates, officers, employees, consultants and agents to, cooperate fully with the Indemnifying Party in the defense of any settlement which Action being defended by the Indemnifying Party pursuant to this Section 9.6. If the Indemnifying Party does not include assume the defense of any Action resulting therefrom in accordance with the terms of this Section 9.6, or the Indemnifying Party does not acknowledge to the Indemnitee the Indemnitee’s right to indemnity pursuant hereto in respect of the entirety of such claim (as an unconditional term thereof such claim may have been modified through written agreement of the giving by parties) or the claimant or plaintiff Indemnifying Party does not provides assurances, reasonably satisfactory to such Indemnified Indemnitee, that the Indemnifying Party of a release from all liability in respect will be financially able to satisfy such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without in full if such Action is decided adversely, such Indemnitee may defend against such Action in such manner as it may deem appropriate at the cost of the Indemnifying Party’s prior written consent.

Defense of Claims. Each party entitled to indemnification under this Section 6 (the “Indemnified Party”"INDEMNIFIED PARTY") shall give notice to the party required to provide indemnification (the “Indemnifying Party”"INDEMNIFYING PARTY") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s 's expense; provided, however, that the Indemnifying Party shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s 's ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheldParty, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without the such Indemnifying Party’s 's prior written consent.

Defense of Claims. Each party entitled to indemnification under this Section 6 Article VII (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom; provided, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigationany litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), ) and the Indemnified Party may participate in such defense at such partythe Indemnified Party’s expense; provided, however, expense (unless the Indemnified Party shall have reasonably concluded that there may be a conflict of interest between the Indemnifying Party shall pay such expense if representation of and the Indemnified Party by in such action, in which case the fees and expenses of counsel retained by shall be at the expense of the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceedingParty), and provided further provided, further, that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless Article VII unless, and only to the failure to give such notice extent that, the Indemnifying Party is materially prejudicial to an Indemnifying Party’s ability to defend such actionprejudiced thereby. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheldParty, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required to indemnify any Indemnified Party in connection with respect to any settlement entered into without the Indemnifying Party’s prior written consentdefense of such claim and litigation resulting therefrom.

Defense of Claims. Each party entitled to indemnification under this Section 6 7 (the “Indemnified Party”"INDEMNIFIED PARTY") shall give notice to the party required to provide indemnification (the “Indemnifying Party”"INDEMNIFYING PARTY") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s 's expense; provided, however, that the Indemnifying Party shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 7 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s 's ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheldParty, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without the such Indemnifying Party’s 's prior written consent.

Defense of Claims. Each party entitled The Party responding to or responsible for an indemnification under given pursuant to this Section 6 Article 11 (the “Indemnified "Indemnifying Party”") shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge have sole charge and direction of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any suit or proceeding based on any claim, demand, loss, damage, cause of action, suit on liability for which the indemnifying Party is responsible under any such Section. The Party asserting that it is entitled to indemnification pursuant to this Article 11 (the "Indemnified Party") shall give the Indemnifying Party such assistance as the Indemnifying Party may reasonably require in such defense, and shall have the right to be represented in such defense by counsel of its own choice at its own expense. If the Indemnifying Party fails to defend diligently such suit or proceeding, the Indemnified Party may, in its reasonable discretion, either defend such suit or proceeding or settle the claim or any litigation resulting therefromwhich is the basis thereof, provided that counsel for without the consent of the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve without relieving the Indemnifying Party of its obligations obligation under this Section 6 unless Sections 11.1, 11.2, or 11.3 and in either case the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any reimburse the Indemnified Party for its expenses, court costs and reasonable attorneys' fees. If any claim described in Section 11.3 is held to constitute an infringement of any patent or other proprietary rights and use of any equipment or process included in the Work is enjoined, the Contractor shall at its own expense and at Contractor's option (a) procure for Owner the right to continue to use the infringing equipment or process, (b) replace such equipment or process with respect non-infringing equipment or process of equal utility and efficiency, or (c) modify such equipment or process so that it becomes non-infringing without affecting its utility or efficiency; provided that Contractor may only elect the action described in clause (b) or (c) if Contractor and Owner agree upon a schedule for such action which will allow Contractor to any settlement entered into complete such action within a reasonable period of time without unreasonably interfering with the Indemnifying Party’s prior written consentoperation of the Facility.

Defense of Claims. Each party entitled to indemnification under this Section 6 (the “Indemnified Party”) Party shall give prompt notice to the party required to provide indemnification (Indemnifying Party(ies) of any Claim against the “Indemnifying Party”) promptly after such Indemnified Party has which might give rise to a Claim based upon any indemnity contained herein. The notice shall set forth in reasonable detail the nature and basis of the Claim and the actual knowledge of or estimated amount thereof. If any claim as action, suit or proceeding is brought against an Indemnified Party with respect to which indemnity may be soughtany such Claim, and shall permit the Indemnifying Party Party(ies) shall have the right, at its (their) sole cost and expense, to assume defend, in the name and on behalf of the Indemnified Party, any such action, suit or proceeding. The parties hereto agree to render to each other such assistance as may reasonably be required in order to ensure the proper and adequate defense of any such claim action, suit or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the proceeding. The Indemnified Party (whose approval shall not unreasonably be withheld)have the right to participate, at its own expense and the Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if representation of the Indemnified Party by with counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Partychoosing, in the defense of any such claim or litigation shall, except Claim against which it is indemnified hereunder and it shall be kept fully informed with respect thereto. Without the prior written consent of each the Indemnified Party Party, which consent shall not be unreasonably withheld, consent to entry the Indemnifying Party(ies) shall not make any settlement of any judgment Claim if as a result thereof the Indemnified Party would become subject to injunctive or enter into other equitable relief or the Tax status, business or financial condition of the Indemnified Party would be adversely affected. Without the prior written consent of the Indemnifying Party(ies), which consent shall not be unreasonably withheld, the Indemnified Party shall not make any settlement of any Claim which does not include as an unconditional term thereof the giving by the claimant or plaintiff might give rise to such Indemnified Party liability of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without the Indemnifying Party’s prior written consentParty(ies) under any indemnity contained herein.

Defense of Claims. Each party entitled to indemnification under this Section 6 Article X (the “Indemnified Party”) shall give notice agrees to notify the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge with reasonable promptness of any claim as to asserted against it in respect of which indemnity may be sought, and shall permit the Indemnifying Party may be liable under this Agreement, which notification shall be accompanied by a written statement setting forth the basis of such claim and the manner of calculation thereof. The Indemnifying Party shall have the right, at its election, to assume the defense of defend or compromise any such claim or any litigation resulting therefromat its own expense with counsel of its choice; provided, provided however, that (i) such counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be have been approved by the Indemnified Party (whose Party, which approval shall not be unreasonably be withheld), and withheld or delayed; (ii) the Indemnified Party may participate in such defense if it so chooses with its own counsel and at such party’s its own expense; providedand (iii) any such defense or compromise shall be conducted in a manner which is reasonable and not prejudicial to the Indemnified Party’s interest in such matter. In the event the Indemnifying Party does not undertake to defend or compromise the claim, however, that the Indemnifying Party shall pay such expense if representation of promptly notify the Indemnified Party by counsel retained by of its intention not to undertake to defend or compromise the claim, and the Indemnifying Party would shall be inappropriate due to actual or potential differing interests between bound by (a) the final decree of any court of competent jurisdiction deciding the validity and amount of the claim asserted against the Indemnified Party and any other party represented by such counsel in such proceedingParty, and provided further that (b) any compromise of such claim made with the failure prior consent of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent to entry of any judgment withheld or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without the Indemnifying Party’s prior written consentdelayed.

Defense of Claims. Each party entitled to indemnification under this Section 6 7 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 7 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without the Indemnifying Party’s prior written consent.

Defense of Claims. Each party entitled to indemnification under this Section 6 7 (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s 's expense; provided, however, that the Indemnifying Party shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 7 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s 's ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheldParty, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without the such Indemnifying Party’s 's prior written consent.

Defense of Claims. Each party entitled to indemnification under this Section 6 The 2600 Indemnitees or the Manager Indemnitees (the “Indemnified each, a "Protected Party”) "), as applicable, shall give prompt notice to the party required any person who is obligated to provide indemnification hereunder (the “an "Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of the commencement or assertion of any claim as Claim. Any failure so to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense; provided, however, that the notify an Indemnifying Party shall pay not relieve such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due from any liability that it may have to actual such Protected Party under Section 10.1 or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceedingSection 10.2, and provided further that the failure of any Indemnified Party as applicable, except to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless extent the failure to give such notice is materially prejudicial to an and adversely prejudices such Indemnifying Party’s ability . Subject to defend such action. No 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 (not to be unreasonably withheld, conditioned or delayed). 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 hereinabove set forth, each party shall be entitled to participate in the defense of any such claim or litigation shallClaim, except initially at its own expense but with the written consent benefit of each Indemnified subsequent indemnification pursuant to Section 10.1 (if the Protected Party which consent shall not be unreasonably withheld, consent to entry is a 2600 Indemnitee) or Section 10.2 (if the Protected Party is a Manager Indemnitee). Even if the Indemnifying Party has assumed the defense of any judgment or enter into any settlement which does not include as an unconditional term thereof Claim and has acknowledged its indemnification obligations with respect thereto, the giving by Protected Party nevertheless shall be entitled to participate in such defense on its own behalf and at its own expense, subject to non-interference with insurance defense and the claimant or plaintiff duty to such Indemnified Party of a release from all liability in respect to such claim or litigation. No cooperate with the Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without the Indemnifying Party’s prior written consentas hereinabove provided.

Defense of Claims. Each party entitled to indemnification under this Section 6 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of In fulfilling its obligations under this Section 6 unless 8.3, after the failure Indemnifying Party has provided each Indemnified Party with a written notice of its agreement to give indemnify each Indemnified Party under this Section 8.3, as between such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnified Party and the Indemnifying Party, in the defense of any such claim Indemnifying Party shall have the right to investigate, defend, settle or litigation shallotherwise handle, except with the written aforesaid cooperation, any claim, suit, action or proceeding brought by a third party in such manner as the Indemnifying Party may reasonably deem appropriate; provided, that: (a) the Indemnifying Party will not consent to any settlement or entry of each judgment imposing any obligations on any Indemnified Party Parties, other than financial obligations for which consent shall such Person will be indemnified hereunder, unless such Person has consented in writing to such settlement or judgment (not to be unreasonably withheld, conditioned or delayed); and (b) the Indemnifying Party will not consent to any settlement or entry of any judgment or enter into any settlement which does not include as an unless, in connection therewith, the Indemnifying Party obtains a full and unconditional term thereof release of the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in with respect to such suit, action, investigation, claim or litigationproceeding. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without Notwithstanding the Indemnifying Party’s prior written consent.election to assume the defense or investigation of such claim, action or proceeding, the Indemnified Party shall have the right to employ separate counsel (at its own cost except as provided below) and to reasonably participate in the defense or investigation of such claim, action or proceeding, which participation shall be at the expense of the Indemnifying Party, if: (a) on the advice of counsel to the Indemnified Party use of counsel of the Indemnifying Party’s choice would reasonably be expected to give rise to a conflict of interest; (b) the Indemnifying Party shall authorize the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense; or

Defense of Claims. Each In the event that any claim is asserted against a party to which it is entitled to indemnification under this Section 6 hereunder (the “"Indemnified Party”) "), the Indemnified Party shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense learning of such claim or litigation, shall be approved by notify the Indemnified Party other party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate "Indemnifying Party") thereof in such defense at such party’s expensewriting; provided, however, that the Indemnifying Party shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give prompt notice of such claim as provided herein aforesaid shall not relieve the obligation of Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into such claim. Indemnifying Party shall have the right, by giving written notice to Indemnified Party within ten (10) calendar days after receipt from Indemnified Party of notice of such claim, to conduct at its expense the defense against such claim in its own name, or, if Indemnifying Party shall fail to give such notice, it shall be deemed to have elected not to conduct the defense of the subject claim, and in such event Indemnified Party shall have the right to conduct such defense and to compromise and settle the claim without the prior consent of Indemnifying Party’s . In the event that Indemnifying Party elects to conduct the defense of the subject claim, Indemnified Party will cooperate with and make available to Indemnifying Party such assistance and materials as may be reasonably requested by it, all at the expense of Indemnifying Party, and Indemnified Party shall have the right at its expense to participate in the defense, provided that Indemnified Party shall have the right to compromise and settle the claim only with the prior written consentconsent of Indemnifying Party. No legal proceeding in which Indemnified Party is named as a party shall be settled by Indemnifying Party without Indemnified Party's prior written consent unless such settlement or compromise (a) affects no substantive rights of Indemnified Party, (b) involves no admission of fault by Indemnified Party, and (c)creates no obligations or liabilities for Indemnified Party. Any judgment entered or settlement agreed upon in the manner provided herein shall be binding upon Indemnifying Party, and shall conclusively be deemed to be an obligation with respect to which Indemnified Party is entitled to indemnification hereunder.

Defense of Claims. Each party entitled to indemnification under this Section 6 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of In fulfilling its obligations under this Section 6 unless VIII.3, after the failure Indemnifying Party has provided each Indemnified Party with a written notice of its agreement to give indemnify each Indemnified Party under this Section VIII.3, as between such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnified Party and the Indemnifying Party, in the defense of any such claim Indemnifying Party shall have the right to investigate, defend, settle or litigation shallotherwise handle, except with the written aforesaid cooperation, any Claim brought by a third party in such manner as the Indemnifying Party may reasonably deem appropriate; provided, that: (a) the Indemnifying Party will not consent to any settlement or entry of each judgment imposing any obligations on any Indemnified Party Parties, other than financial obligations for which consent shall such Person will be indemnified hereunder, unless such Person has consented in writing to such settlement or judgment (not to be unreasonably withheld, conditioned or delayed); and (b) the Indemnifying Party will not consent to any settlement or entry of any judgment or enter into any settlement which does not include as an unless, in connection therewith, the Indemnifying Party obtains a full and unconditional term thereof release of the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in with respect to such claim or litigationClaim. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without Notwithstanding the Indemnifying Party’s prior written consentelection to assume the defense or investigation of such Claim, the Indemnified Party shall have the right to employ separate counsel (at its own cost except as provided below) and to reasonably participate in the defense or investigation of such Claim, which participation shall be at the expense of the Indemnifying Party, if: (a) on the advice of counsel to the Indemnified Party use of counsel of the Indemnifying Party’s choice would reasonably be expected to give rise to a conflict of interest; (b) the Indemnifying Party shall authorize the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense; or (c) separate counsel is retained to represent the Indemnifying Party in any action which seeks relief other than monetary damages against the Indemnified Party to the extent such representation is related to such relief.

Defense of Claims. Each If a claim for Loss (a "Claim") is to be made by a party entitled to indemnification hereunder (the "Indemnified Party") against the party from whom indemnification is claimed (the "Indemnifying Party"), the Indemnified Party shall 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 Loss for which indemnification may be sought under this Section 6 (the “Indemnified Party”) shall give notice 12. If any lawsuit or enforcement action is filed against any party entitled to the party required benefit of indemnity hereunder, written notice thereof shall be given to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume as promptly as practicable (and in any event within ten (10) business days after the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if representation service of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual citation or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the summons). The failure of any Indemnified Party to give timely notice as provided herein hereunder shall not relieve affect rights to indemnification hereunder, except to the extent that the Indemnifying Party of its obligations under demonstrates actual Loss caused by such failure. Notwithstanding the foregoing, a Claim Notice must be made within the survival period set forth in this Section 6 unless 12, whether or not the Indemnifying Party is prejudiced by any failure to give the Claim Notice. The Claim Notice shall describe in reasonable detail the nature of the Claim, including an estimate of the amount of Loss that have been or may be suffered or incurred by the Indemnified Party attributable to such notice is materially prejudicial to an Indemnifying Claim, the basis of the Indemnified Party’s ability to defend such action. No Indemnifying Party, 's request for indemnification under the Agreement and all information in the defense of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff Party's possession relating to such Indemnified Party Claim. After receipt of a release from all liability in respect to such claim or litigation. No Claim Notice, the Indemnifying Party shall be required entitled, if it so elects, at its own cost, risk and expense, (i) to indemnify any take control of the defense and investigation of such lawsuit or action and (ii) to employ and engage attorneys of its own choice to handle and defend the same, provided however that the attorneys shall be reasonably acceptable to the Indemnified Party with respect to any settlement entered into without Party. If the Indemnifying Party’s prior written consent.Party fails to assume the defense of such Claim within ten (10) business days

Defense of Claims. Each party entitled to indemnification under this Section 6 7 (the “Indemnified Party”) shall will give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such the Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall will permit the Indemnifying Party to assume the defense of any such the claim or any litigation resulting therefromfrom it, provided that if counsel for the Indemnifying Party, who shall will conduct the defense of such the claim or litigation, shall will be approved by the Indemnified Party (whose approval shall will not unreasonably be withheld), and the Indemnified Party may participate in such the defense at such that party’s expense; provided, however, that if the Indemnifying Party shall will pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such the counsel in such proceeding, and provided further on the condition that the failure of any Indemnified Party to give notice as provided herein shall under this Section 7 will not relieve the Indemnifying Party of its obligations under this Section 6 7 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation shallwill, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheldParty, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such the Indemnified Party of a release from all liability in respect to such the claim or litigation. No Indemnifying Party shall will be required to indemnify any Indemnified Party with respect to for any settlement entered into without the Indemnifying Party’s prior written consentconsent (which consent will not be unreasonably withheld).

Defense of Claims. Each party entitled Any Indemnified Party wishing to claim indemnification under this Section 6 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought6.08, and shall permit the Indemnifying Party to assume the defense upon learning of any such claim claim, action, suit, proceeding or any litigation resulting therefrominvestigation, provided that counsel for shall promptly notify the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that but the failure of any Indemnified Party to give notice as provided herein so notify shall not relieve the Indemnifying Party of its obligations under this Section 6 unless any liability it may have to such Indemnified Party, except to the extent that such failure to give such notice is materially prejudicial to an does actually prejudice the Indemnifying Party’s ability . In the event of any such claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), (i) the Indemnifying Party shall have the right to defend assume the defense thereof and the Indemnifying Party shall not be liable to such action. No Indemnified Parties for any legal expenses of other counsel or any other expenses subsequently incurred by such Indemnified Parties in connection with the defense thereof, except that if the Indemnifying Party elects not to assume such defense, or counsel for the Indemnified Parties advises that there are material issues which raise conflicts of interest between the Indemnifying Party and the Indemnified Parties, the Indemnified Parties may retain counsel which is reasonably satisfactory to the Indemnifying Party, and the Indemnifying Party shall pay, promptly as statements therefor are received, the reasonable fees and expenses of such counsel for the Indemnified Parties (which may not exceed one firm in any jurisdiction unless counsel for the Indemnified Parties advises that there are material issues that raise conflicts of interest between the Indemnified Parties), (ii) the Indemnified Parties will cooperate in the defense of any such claim or litigation shallmatter, except with (iii) the written consent of each Indemnified Indemnifying Party which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into liable for any settlement which does not include as an unconditional term thereof effected without its prior written consent and (iv) the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any have no obligation hereunder in the event that indemnification of an Indemnified Party with respect to any settlement entered into without in the Indemnifying Party’s prior written consentmanner contemplated hereby is prohibited by applicable laws and regulations or by an applicable federal or state banking agency or a court of competent jurisdiction.

Defense of Claims. Each party entitled In connection with any claim that may give rise to indemnification indemnity under this Section 6 8 resulting from or arising out of any claim or Proceeding against an Indemnitee by a Person that is not a party hereto, the Indemnifying Party may (the “Indemnified Party”unless such Indemnitee elects not to seek indemnity hereunder for such claim) but shall give not be obligated to, upon written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be soughtrelevant Indemnitee, and shall permit the Indemnifying Party to assume the defense of any such claim or Proceeding if the Indemnifying Party with 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) and provides assurances, reasonably satisfactory to such Indemnitee, that the Indemnifying Party shall be financially able to satisfy such claim to the extent provided herein if such claim or Proceeding is decided adversely; provided, however, that nothing set forth herein shall be deemed to require the Indemnifying Party to waive any litigation resulting therefromcrossclaims or counterclaims the Indemnifying Party may have against the Indemnified Party for damages. The Indemnified Party shall be entitled to retain separate counsel, provided that counsel for reasonably acceptable to the Indemnifying Party, who if the Indemnified Party shall determine, upon the written advice of counsel, that an actual or potential conflict of interest exists between the Indemnifying Party and the Indemnified Party in connection with such Proceeding. The Indemnifying Party shall be obligated to pay the reasonable fees and expenses of such separate counsel to the extent the Indemnified Party is entitled to indemnification by the Indemnifying Party with respect to such claim or Proceeding under this Section 8(d). If the Indemnifying Party assumes the defense of any such claim or Proceeding, the Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of such claim or litigationProceeding, shall be approved by take all steps necessary in the Indemnified defense or settlement thereof and shall at all times diligently and promptly pursue the resolution thereof. If the Indemnifying Party (whose approval shall not unreasonably be withheldhave assumed the defense of any claim or Proceeding in accordance with this Section 8(d), and the Indemnified Indemnifying Party may participate in shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such defense at claim or Proceeding, with the prior written consent of such party’s expenseIndemnitee, not to be unreasonably withheld; provided, however, that the Indemnifying Party shall pay or cause to be paid all amounts arising out of such expense if representation settlement or judgment concurrently with the effectiveness thereof; provided further, that the Indemnifying party shall not be authorized to encumber any of the Indemnified Party by 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 action, with its own counsel retained by 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 would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any claim or Proceeding being defended by the Indemnifying Party pursuant to this Section 8(d). If the Indemnifying Party does not assume the defense of any claim or Proceeding resulting therefrom in accordance with the terms of this Section 8(d), such Indemnitee may defend against such claim or litigation shallProceeding in such manner as it may deem appropriate, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to including settling such claim or litigationProceeding after giving notice of the same to the Indemnifying Party, on such terms as such Indemnitee may deem appropriate. No 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, such Indemnifying Party shall be required have the burden to indemnify any Indemnified Party with respect to any settlement entered into without prove by a preponderance of the Indemnifying Party’s prior written consentevidence that such Indemnitee did not defend such claim or Proceeding in a reasonably prudent manner.

Defense of Claims. Each party entitled (a) An Indemnified Party shall, after obtaining actual knowledge, thereof, promptly notify each Originators in writing of any Claim as to which indemnification under this Section 6 is sought (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after unless any Originator theretofore has notified such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheldClaim), and the Indemnified Party may participate in such defense at such party’s expense; provided, however, except that the Indemnifying Party shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice shall not release any Originator from any of its obligations under this Agreement, however, such Originator’s obligations shall be reduced to the extent that failure to promptly give notice of any action, suit or proceeding against such Indemnified Party (i) impairs such Originator from defending such Claim or (ii) increases the amount for which such Originator is materially prejudicial liable in accordance with Section 6.1. Within thirty (30) days after receiving notice from an Indemnified Party of any Claim as to an Indemnifying Party’s ability which indemnification is sought, each Originator, if it so desires, may elect in writing, subject to defend such action. No Indemnifying Partythe provisions of the following paragraph, in to control, at its sole cost and expense, and to assume full responsibility for, the defense of such Claim with counsel acceptable to the Indemnified Parties in their reasonable discretion; provided, that such Originator has agreed in writing on or prior to the assumption of such defense to indemnify such Indemnified Party for such Claim. If any Originator elects to assume the defense of such claim or litigation shallClaim, except with such Originator shall keep the written consent of each Indemnified Party which consent is the subject of such proceeding fully apprised of the status of the proceeding and shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to provide such Indemnified Party of a release from with all liability in information with respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any proceeding as such Indemnified Party may reasonably request. If such Originator does not elect to assume control, as provided for above, and provided it is not prevented from assuming such control pursuant to the provisions of clause (b) below, the applicable Indemnified Party shall, at the expense of such Originator supply such Originator with respect to any settlement entered into without the Indemnifying Party’s prior written consentall such information and documents reasonably requested by such Originator.

Defense of Claims. Each party entitled to indemnification under this Section 6 The TBDIndemnitees or the Manager Indemnitees (the “Indemnified each, a "Protected Party”) "), as applicable, shall give prompt notice to the party required any person who is obligated to provide indemnification hereunder (the “an "Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of the commencement or assertion of any claim as Claim. Any failure so to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense; provided, however, that the notify an Indemnifying Party shall pay not relieve such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due from any liability that it may have to actual such Protected Party under Section 10.1 or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceedingSection 10.2, and provided further that the failure of any Indemnified Party as applicable, except to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless extent the failure to give such notice is materially prejudicial to an and adversely prejudices such Indemnifying Party’s ability . Subject to defend such action. No 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 (not to be unreasonably withheld, conditioned or delayed). 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 hereinabove set forth, each party shall be entitled to participate in the defense of any such claim or litigation shallClaim, except initially at its own expense but with the written consent benefit of each Indemnified subsequent indemnification pursuant to Section 10.1 (if the Protected Party which consent shall not be unreasonably withheld, consent to entry is a TBDIndemnitee) or Section 10.2 (if the Protected Party is a Manager Indemnitee). Even if the Indemnifying Party has assumed the defense of any judgment or enter into any settlement which does not include as an unconditional term thereof Claim and has acknowledged its indemnification obligations with respect thereto, the giving by Protected Party nevertheless shall be entitled to participate in such defense on its own behalf and at its own expense, subject to non-interference with insurance defense and the claimant or plaintiff duty to such Indemnified Party of a release from all liability in respect to such claim or litigation. No cooperate with the Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without the Indemnifying Party’s prior written consentas hereinabove provided.

Defense of Claims. Each party Indemnified Party entitled to indemnification under Section 5.3 or this Section 6 (the “Indemnified Party”) shall give notice Article VIII agrees to notify the party required to provide indemnification (the “"Indemnifying Party”") with reasonable promptness of any claim asserted against it in respect of which the Indemnifying Party may be liable under this Agreement, which notification shall be accompanied by a written statement setting forth the basis of such claim and the manner of calculation thereof. The failure of the Indemnified Party to promptly after give notice shall not preclude such Indemnified Party has actual knowledge of any claim as from obtaining indemnification under Section 5.3 or this Article VIII, except to which indemnity may be soughtthe extent, and shall permit only to the extent, that the Indemnifying Party's failure actually prejudices the rights or increases the liabilities and obligations of the Indemnifying Party. The Indemnifying Party shall have the right, at its election, to assume the defense of defend or compromise any such claim or any litigation resulting therefromat their own expense with counsel of their choice; provided, provided that however, that: (a) such counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be have been approved by the Indemnified Party (whose prior to engagement, which approval shall not be unreasonably be withheld), and withheld or delayed; (b) the Indemnified Party may participate in such defense defense, if it so chooses with its own counsel and at such party’s its own expense; providedand (c) any such defense or compromise shall be conducted in a manner which is reasonable and not contrary to the Indemnified Party's interest. In the event the Indemnifying Party does not undertake to defend or compromise, however, that the Indemnifying Party shall pay such expense if representation of promptly notify the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure intention not to give such notice is materially prejudicial to an Indemnifying Party’s ability undertake to defend such action. No Indemnifying Party, in or compromise the defense of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without the Indemnifying Party’s prior written consentclaim.

Defense of Claims. Each party entitled to indemnification under this Section 6 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of In connection with any claim as brought by a person who is not a party hereto which may give rise to which indemnity may be soughtDamages, and the Indemnitee shall permit promptly notify the Indemnifying Party to in writing and the Indemnifying Party shall assume the defense of such action, including the employment of counsel reasonably satisfactory to the Indemnitee and the payment of all fees and expenses of such counsel, as incurred. Any Indemnitee shall have the right to employ separate counsel in any such claim or any litigation resulting therefromaction and participate in the defense thereof, provided that but the fees and expenses of such counsel for shall be at the expense of the Indemnitee unless the employment of such counsel shall have been specifically authorized in writing by the Indemnifying Party. In any event, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if representation not, in connection with any one action or separate but substantially similar or related actions in the same jurisdiction arising out of the Indemnified Party by counsel retained by same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (in addition to any local counsel). Each Indemnitee shall, and shall cause each of its affiliates, officers, employees, consultants and agents to, cooperate fully with the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving Proceeding being defended by the claimant or plaintiff Indemnifying Party pursuant to such Indemnified Party of a release from all liability in respect to such claim or litigationthis SECTION 8.5. No Indemnifying Party shall be required shall, without the prior written consent of the Indemnitee, effect any settlement or compromise of, or consent to indemnify any Indemnified Party the entry of judgment with respect to, any pending or threatened action in respect of which the Indemnitee is or could have been a party and indemnity or contribution may be or could have been sought hereunder by the Indemnitee, unless such settlement, compromise or judgment (1) includes an unconditional release of the Indemnitee from all liability on claims that are the subject matter of such action and (2) does not include a statement as to any settlement entered into without or an admission of fault, culpability or a failure to act, by or on behalf of the Indemnifying Party’s prior written consentIndemnitee.

Defense of Claims. Each party entitled In connection with any claim that may give rise to indemnification indemnity under this Section 6 8 resulting from or arising out of any claim or Proceeding against an Indemnitee by a person or entity that is not a party hereto, the Indemnifying Party may (the “Indemnified Party”unless such Indemnitee elects not to seek indemnity hereunder for such claim) but shall give not be obligated to, upon written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be soughtrelevant Indemnitee, and shall permit the Indemnifying Party to assume the defense of any such claim or Proceeding if the Indemnifying Party with 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); provided, however, that nothing set forth herein shall be deemed to require the Indemnifying Party to waive any litigation resulting therefromcrossclaims or counterclaims the Indemnifying Party may have against the Indemnified Party for damages. The Indemnified Party shall be entitled to retain separate counsel, provided that counsel for reasonably acceptable to the Indemnifying Party, who if the Indemnified Party shall determine, upon the written advice of counsel, that an actual or potential conflict of interest exists between the Indemnifying Party and the Indemnified Party in connection with such Proceeding. The Indemnifying Party shall be obligated to pay the reasonable fees and expenses of such separate counsel to the extent the Indemnified Party is entitled to indemnification by the Indemnifying Party with respect to such claim or Proceeding under this Section 8(d). If the Indemnifying Party assumes the defense of any such claim or Proceeding, the Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of such claim or litigationProceeding, shall be approved by take all steps necessary in the Indemnified defense or settlement thereof and shall at all times diligently and promptly pursue the resolution thereof. If the Indemnifying Party (whose approval shall not unreasonably be withheldhave assumed the defense of any claim or Proceeding in accordance with this Section 8(d), and the Indemnified Indemnifying Party may participate in shall be authorized to consent to a settlement of, or the entry of any judgment arising from, any such defense at claim or Proceeding, with the prior written consent of such party’s expenseIndemnitee, not to be unreasonably withheld; provided, however, that the Indemnifying Party shall pay such expense if representation not be authorized to encumber any of the Indemnified Party by 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 action, with its own counsel retained by 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 would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any claim or Proceeding being defended by the Indemnifying Party pursuant to this Section 8(d). If the Indemnifying Party does not assume the defense of any claim or Proceeding resulting therefrom in accordance with the terms of this Section 8(d), such Indemnitee may defend against such claim or litigation shallProceeding in such manner as it may deem appropriate, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to including settling such claim or litigationProceeding after giving notice of the same to the Indemnifying Party, on such terms as such Indemnitee may deem appropriate. No 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, such Indemnifying Party shall be required have the burden to indemnify any Indemnified Party with respect to any settlement entered into without prove by a preponderance of the Indemnifying Party’s prior written consentevidence that such Indemnitee did not defend such claim or Proceeding in a reasonably prudent manner.

Defense of Claims. Each party entitled If any legal proceeding shall be instituted, or any claim or demand made, against any Purchaser Indemnified Party or any Company or Corindus Indemnified Party (each an "Indemnified Party") in respect of which the Company, Corindus or the Purchaser may be liable hereunder (such Party, in such circumstance, being referred to herein as the "Indemnifying Party"), such Indemnified Party shall give prompt written notice thereof (the "Claim Notice") to the Indemnifying Party; provided, that any delay in so notifying the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay. The Indemnifying Party shall have the right to defend any litigation, action, suit, demand or claim for which indemnification is sought (a "Proceeding") and, to the extent it elects to do so by written notice to the Indemnified Party, assume and pay the expenses of the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Party. In no event shall any Indemnified Party be required to make any expenditure or bring any cause of action to enforce the Indemnifying Party's obligations and liability under and pursuant to this Section 6. Except as specifically provided below, after notice by the Indemnifying Party to the Indemnified Party of its election to assume the defense of such Proceeding, the Indemnifying Party shall not, as long as it diligently conducts such defense, be liable to the Indemnified Party under this Section 6 (the “Indemnified Party”) shall give notice for any fees of other counsel or any other expenses with respect to the party required defense of such Proceeding. The Indemnified Party shall have the right to provide indemnification (employ separate counsel in any of the “foregoing Proceedings and to participate in the defense thereof, but the reasonable fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party shall reasonably and in good faith determine, upon the written advice of counsel, that there exists actual or potential conflicts of interest which make representation by the same counsel inappropriate. In a case specified in the immediately preceding sentence, the Indemnifying Party shall not be obligated to pay the reasonable fees and expenses of more than one counsel for all such Indemnified Parties. In the event that, within twenty days after receiving a Claim Notice, the Indemnifying Party fails to notify the Indemnified Party that it elects to assume the defense, compromise or settlement of the Proceeding described in such Claim Notice, the Indemnified Party shall have the right to undertake the defense of such Proceeding for the account of and at the reasonable expense of the Indemnifying Party”) promptly after such Indemnified Party has actual knowledge , subject to the right of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Party at any such claim time prior to the settlement, compromise or any litigation resulting therefrom, provided that counsel for final determination thereof upon written notice to the Indemnifying Party, who shall conduct the defense Indemnified Party and upon immediate payment of such claim or litigation, shall be approved all reasonable expenses theretofore incurred by the Indemnified Party (whose approval in connection therewith. Anything in this Section 6 to the contrary notwithstanding, the Indemnifying Party shall not, without the Indemnified Party's prior written consent, which consent shall not be unreasonably be withheld)withheld or delayed, and settle or compromise any Proceeding, or consent to the Indemnified Party may participate in such defense at such party’s expenseentry of any judgment with respect to any Proceeding; provided, however, that the Indemnifying Party shall pay may, without the Indemnified Party's prior written consent, settle or compromise any such expense if representation Proceeding or consent to entry of any judgment with respect to any such Proceeding that requires solely the payment of money damages by the Indemnifying Party and that includes as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between from all liability in respect of such Proceeding. If the Indemnified Party takes over and any other party represented by such counsel in such proceeding, and provided further that the failure assumes control of any Proceeding, the Indemnified Party to give notice as provided herein shall not relieve not, without the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party's prior written consent, in the defense of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheldwithheld or delayed, settle or compromise any Proceeding, or consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such judgment. The Indemnified Party shall cooperate, and shall use its reasonable best efforts to cause its employees and the employees of a release from all liability in respect any of its respective affiliates to such claim or litigation. No cooperate with the Indemnifying Party shall be required to indemnify in the defense of any Indemnified Party with respect to any settlement entered into without Proceeding assumed by the Indemnifying Party’s prior written consent.

Defense of Claims. Each party entitled to indemnification under this Section 6 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if representation of the Indemnified Party by counsel retained Upon receipt by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release notice from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any the Indemnified Party with respect to any settlement entered into without 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 defense or prosecution thereof. If the Indemnifying Party shall acknowledge the Indemnified Party’s right to indemnification and elect to assume the defense of such claim, the Indemnified Party shall have the right to employ its own counsel in any such case, but the fees and expenses of such counsel shall be at the 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 one separate counsel to the Indemnified Party shall be at the expense of the Indemnifying Party. If the Indemnifying Party does not assume the defense of 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 claim through counsel of its choice, at the Indemnifying Party’s prior written consentexpense, and the Indemnified Party shall have control over the litigation and authority to resolve such claim.

Defense of Claims. Each Whenever any claim shall arise for indemnification hereunder, the party entitled to indemnification under this Section 6 (the “"Indemnified Party”") shall give notice to promptly notify the other party required to provide indemnification (the “"Indemnifying Party”") promptly after of the claim and, when known, the facts constituting the basis for such claim. The Indemnifying Party will not be obligated to indemnify the Indemnified Party has actual knowledge with respect to such portion of any the claim as to which indemnity may be sought, (and shall permit only to the extent to which) the Indemnifying Party's ability to defend has been prejudiced by the Indemnified Party's failure to provide prompt notice of a claim. The Indemnifying Party may, upon written notice to the Indemnified Party within 30 calendar days of receipt of the notice specified in the first sentence of this paragraph, assume the defense of any such claim claim, or any litigation resulting therefromdiscrete portion of a claim if the Indemnifying Party acknowledges to the Indemnified Party the Indemnified Party's right to indemnity pursuant hereto in respect of the entirety of such claim, provided or the relevant portion; provided, however, that counsel for the Indemnified Party may, at the sole cost and expense of the Indemnified Party, at any time prior to the Indemnifying Party's delivery of the notice referred to in this sentence, file any motion, answer or other pleadings or take any other 36 45 action that the Indemnified Party reasonably believes to be necessary or appropriate to protect its interests and not unreasonably prejudicial to the Indemnifying Party (it being understood and agreed that, if an Indemnified Party takes any such action that is unreasonably prejudicial and causes a final adjudication that is adverse to the Indemnifying Party, who the Indemnifying Party will be relieved of its obligations hereunder to the extent it is prejudiced by the Indemnified Party's action). If the Indemnifying Party assumes the defense of any such claim, the Indemnifying Party shall select nationally recognized counsel or counsel reasonably acceptable to the Indemnified Party to conduct the defense of such claim, and shall take reasonable steps in the defense or settlement thereof. If the Indemnifying Party shall have assumed the defense of any claim or litigationin accordance with this Section 9.2, the Indemnifying Party shall be approved by authorized to consent to a settlement of, or the entry of any judgment arising from, any such claim, without the prior written consent of the Indemnified Party (whose approval shall but only with the written consent of the Indemnified Party, which consent will not be unreasonably be withheld), and in the case of any settlement that provides for any relief other than the payment of monetary damages as to which the Indemnified Party may participate will be indemnified in such defense at such party’s expensefull or that does not provide for the release of the Indemnified Party from all liability); provided, however, that the Indemnifying Party shall pay or cause to be paid all amounts arising out of such expense if representation 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 the Indemnified Party by counsel retained by or to agree to any restriction that would apply to the Indemnified Party or to its conduct of business; provided, further, that if such settlement does not contain a complete release of the Indemnified Party with respect to such claim, the Indemnifying Party would shall continue to be inappropriate due obligated to actual or potential differing interests between indemnify the Indemnified Party and any other party represented by with respect to such counsel claim. The Indemnified Party shall be entitled to participate in such proceeding, and provided further that (but not control) the failure defense of any Indemnified Party to give notice as provided herein shall not relieve such action, with its own counsel and at its own expense, except that the Indemnifying Party will pay the costs and expenses of such separate counsel if a conflict or potential conflict exists between the Indemnifying Party and Indemnified Party which makes representation of both parties inappropriate under applicable standards of professional conduct. The Indemnified Party shall, and shall cause each of its obligations under this Section 6 unless Affiliates, officers, employees, consultants and agents, to cooperate fully with the failure to give such notice is materially prejudicial to an Indemnifying Party at the Indemnifying Party’s ability to defend such action. No Indemnifying Party, 's expense in the defense of any claim pursuant to this Section 9.2. If the Indemnifying Party does not assume and timely pursue the defense of any claim resulting therefrom in accordance with the terms of this Section 9.2, the Indemnified Party following notice to the Indemnifying Party may defend against such claim or litigation shallin such manner as it may reasonably deem appropriate, except with including settling such claim after giving notice of the written consent of each same to the Indemnifying Party, on such terms as the Indemnified Party which consent shall not be unreasonably withheldmay reasonably deem appropriate at the expense of the Indemnifying Party. Notwithstanding the foregoing, consent to entry the Indemnified Party may retain or take over the control of the defense or settlement of any judgment or enter into any settlement which does not include as an unconditional term thereof claim against the giving by the claimant or plaintiff to such Indemnified Party the defense of a release from all liability in which the Indemnified Party has elected to control if the Indemnified Party irrevocably waives its right to indemnity under Section 9.1 with respect to such claim claim. In the case of claims or litigation. No Indemnifying Party matters where both parties are potentially liable in accordance with Section 6.11, the parties shall be required reasonably cooperate with the defense and settlement of such matters and in the case of any material disagreement will submit their disagreement for final resolution to indemnify any Indemnified Party with respect to any settlement entered into without the Indemnifying Party’s prior written consentan appropriate independent consultant.

Defense of Claims. Each party entitled to indemnification under this Section 6 Article VIII (the “Indemnified Party”"INDEMNIFIED PARTY") shall give notice agrees to notify the party required to provide indemnification (the “Indemnifying Party”"INDEMNIFYING PARTY") promptly after such Indemnified Party has actual knowledge with reasonable promptness of any claim as to asserted against it in respect of which indemnity may be sought, and shall permit the Indemnifying Party may be liable under this Agreement, which notification shall be accompanied by a written statement setting forth the basis of such claim and the manner of calculation thereof. The Indemnifying Party shall have the right, at its election, to assume the defense of defend or compromise any such claim or any litigation resulting therefromat its own expense with counsel of its choice; provided, provided however, that (i) such counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be have been approved by the Indemnified Party (whose Party, which approval shall not be unreasonably be withheld), and withheld or delayed; (ii) the Indemnified Party may participate in such defense if it so chooses with its own counsel and at such party’s its own expense; providedand (iii) any such defense or compromise shall be conducted in a manner which is reasonable and not prejudicial to the Indemnified Party's interest in such matter. In the event the Indemnifying Party does not undertake to defend or compromise the claim, however, that the Indemnifying Party shall pay such expense if representation of promptly notify the Indemnified Party by counsel retained by of its intention not to undertake to defend or compromise the claim, and the Indemnifying Party would shall be inappropriate due to actual or potential differing interests between bound by (a) the final decree of any court of competent jurisdiction deciding the validity and amount of the claim asserted against the Indemnified Party and any other party represented by such counsel in such proceedingParty, and provided further that (b) any compromise of such claim made with the failure prior consent of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent to entry of any judgment withheld or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without the Indemnifying Party’s prior written consentdelayed.

Defense of Claims. Each party entitled to indemnification under this Section 6 (the a) If any legal proceeding shall be instituted, or any claim or demand made, against any Purchaser Indemnified Party or Seller Indemnified Party (an “Indemnified Party”) shall give notice in respect of which Sellers or Purchaser may be liable hereunder (such party or parties, in such circumstance, being referred to the party required to provide indemnification (herein as the “Indemnifying Party”) promptly after ), such Indemnified Party has shall give prompt written notice thereof (the “Claim Notice”) to the Indemnifying Party; provided, however, that any delay in so notifying the Indemnifying Party shall relieve the Indemnifying Party of its obligations hereunder only to the extent, if at all, that it is prejudiced by reason of such delay. The Indemnifying Party shall have the right to defend any litigation, action, suit, demand or claim for which indemnification is sought (a “Proceeding”) and, to the extent it elects to do so by written notice to the Indemnified Party, assume and pay the expenses of the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Party; provided, however, that the Indemnified Party shall be permitted, at its sole expense, to file any motion, answer or other pleading that it shall deem reasonably necessary to protect its interests or those of the Indemnifying Party and that is not prejudicial to the Indemnifying Party. In no event shall any Indemnified Party be required to make any expenditure or bring any cause of action to establish the Indemnifying Party’s obligations and liability under and pursuant to this Article VI. In addition, actual knowledge or threatened action by a Person shall not be a condition or prerequisite to the Indemnifying Party’s indemnification obligations under this Article VI. Except as specifically provided below, after notice by the Indemnifying Party to the Indemnified Party of its election to assume the defense of such Proceeding, the Indemnifying Party shall not, as long as it diligently conducts such defense, be liable to the Indemnified Party under this Article VI for any claim as fees of other counsel or any other expenses with respect to the defense of such Proceeding, other than reasonable costs of investigation. The Indemnified Party shall have the right to employ separate counsel in any of the foregoing Proceedings and to participate in the defense thereof, but the reasonable fees and expenses of such counsel shall be at the expense of the Indemnified Party unless the Indemnified Party shall in good faith determine, upon the written advice of counsel, that there exists actual or potential conflicts of interest which indemnity may make representation by the same counsel inappropriate, in which event the Indemnifying Party shall bear such fees and expenses. Except to the extent specified in the immediately preceding sentence or with respect to the reasonable fees and expenses of appropriate local counsel, the Indemnifying Party shall not be soughtobligated to pay the reasonable fees and expenses of more than one counsel for all such Indemnified Parties. The Indemnified Party’s right to participate in the defense or response to any Proceeding shall not be deemed to limit or otherwise modify its obligations under this Article VI. In the event that, within 20 days after receiving a Claim Notice, the Indemnifying Party fails to notify the Indemnified Party that it elects to assume the defense, compromise or settlement of the Proceeding described in such Claim Notice, the Indemnified Party shall have the right to undertake the defense of such Proceeding for the account of and shall permit at the expense of the Indemnifying Party, subject to the right of the Indemnifying Party to assume the defense of such Proceeding with counsel reasonably satisfactory to the Indemnified Party at any such claim time prior to the settlement, compromise or any litigation resulting therefrom, provided that counsel for final determination thereof upon written notice to the Indemnifying Party, who shall conduct the defense Indemnified Party and upon immediate payment of such claim or litigation, shall be approved all reasonable expenses t heretofore incurred by the Indemnified Party (whose approval in connection therewith. The Indemnifying Party shall not unreasonably be withheld)not, and without the Indemnified Party may participate in such defense at such partyParty’s expenseprior written consent, settle or compromise any Proceeding or consent to the entry of any judgment with respect to any Proceeding; provided, however, that the Indemnifying Party shall pay may, without the Indemnified Party’s prior written consent, settle or compromise any such expense if representation Proceeding or consent to entry of any judgment with respect to any such Proceeding that requires solely the payment of money damages by the Indemnifying Party and that includes as an unconditional term thereof the release by the claimant or the plaintiff of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between from all liability in respect of such Proceeding. If the Indemnified Party takes over and any other party represented by such counsel in such proceeding, and provided further that the failure assumes control of any Proceeding, the Indemnified Party to give notice as provided herein shall not relieve not, without the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Partyprior written consent, in the defense of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheldwithheld or delayed, settle such Proceeding, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant that provides for injunctive or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without other non-monetary relief affecting the Indemnifying Party’s prior written consent. The Indemnified Party shall cooperate, and shall use its commercially reasonable efforts to cause its employees and the employees of any of its respective affiliates to cooperate, with the Indemnifying Party in the defense of any Proceeding assumed by the Indemnifying Party.

Defense of Claims. Each party entitled asserting a right to indemnification under this Section 6 Article VIII (the “Indemnified Asserting Party”) shall give notice agrees to notify the party putatively required to provide indemnification (the “Indemnifying Responding Party”) promptly after such Indemnified Party has actual knowledge with reasonable promptness of any claim as to asserted against it in respect of which indemnity the Responding Party may be soughtliable under this Agreement, which notification shall be accompanied by a written statement setting forth the basis of such claim and the manner of calculation thereof. The Responding Party shall permit have the Indemnifying Party right, at its election, to assume the defense of defend or compromise any such claim or any litigation resulting therefromat its own expense with counsel of its choice; provided, provided however, that (i) such counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be have been approved by the Indemnified Party (whose Asserting Party, which approval shall not be unreasonably be withheld), and withheld or delayed; (ii) the Indemnified Asserting Party may participate in such defense if it so chooses with its own counsel and at such party’s its own expense; providedand (iii) any such defense or *The asterisk (*) indicates that material has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission pursuant to rule 24b-2 of the rules to the Securities and Exchange Act of 1934, howeveras amended. compromise shall be conducted in a manner which is reasonable and not prejudicial to the Asserting Party’s interest in such matter. In the event the Responding Party does not undertake to defend or compromise the claim, that the Indemnifying Responding Party shall pay such expense if representation of promptly notify the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Asserting Party of its obligations under this Section 6 unless the failure intention not to give such notice is materially prejudicial to an Indemnifying Party’s ability undertake to defend such action. No Indemnifying or compromise the claim, and the Responding Party shall be bound by (a) the final decree of any court of competent jurisdiction deciding the validity and amount of the claim asserted against the Asserting Party, in the defense and (b) any compromise of any such claim or litigation shall, except made with the written prior consent of each Indemnified Party the Responding Party, which consent shall not be unreasonably withheld, consent to entry of any judgment withheld or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without the Indemnifying Party’s prior written consentdelayed.

Defense of Claims. Each party entitled to indemnification under this Section 6 Article X (the “Indemnified Party”"INDEMNIFIED PARTY") shall give notice agrees to notify the party required to provide indemnification (the “Indemnifying Party”"INDEMNIFYING PARTY") promptly after such Indemnified Party has actual knowledge with reasonable promptness of any claim as to asserted against it in respect of which indemnity may be sought, and shall permit the Indemnifying Party may be liable under this Agreement, which notification shall be accompanied by a written statement setting forth the basis of such claim and the manner of calculation thereof. The failure to assume provide such notice shall be deemed a waiver of the defense of Indemnified Party's rights to receive indemnity from the Indemnifying Party under this Agreement. The Indemnifying Party shall have the right, at its election, to defend or compromise any such claim or any litigation resulting therefromat its own expense with counsel of its choice; provided, provided however, that (i) such counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be have been approved by the Indemnified Party (whose Party, which approval shall not be unreasonably be withheld), and withheld or delayed; (ii) the Indemnified Party may participate in such defense if it so chooses with its own counsel and at such party’s its own expense; providedand (iii) any such defense or compromise shall be conducted in a manner which is reasonable and not prejudicial to the Indemnified Party's interest in such matter. In the event the Indemnifying Party does not undertake to defend or compromise the claim, however, that the Indemnifying Party shall pay such expense if representation of promptly notify the Indemnified Party by counsel retained by of its intention not to undertake to defend or compromise the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceedingclaim, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify bound by (a) the final decree of any court of competent jurisdiction deciding the validity and amount of the claim asserted against the Indemnified Party with respect to Party, and (b) any settlement entered into without the Indemnifying Party’s prior written consentcompromise of such claim.

Defense of Claims. Each party entitled to indemnification In fulfilling its obligations under this Section 6 (7.3, after the “Indemnifying Party has provided each Indemnified Party”) shall give Party with a written notice of its agreement to the party required to provide indemnification (the “Indemnifying Party”) promptly after indemnify each Indemnified Party under this Section 7.3, as between such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay have the right to investigate, defend, settle or otherwise handle, with the aforesaid cooperation, any claim, suit, action or proceeding, brought by a third party in such expense if representation of manner as the Indemnified Indemnifying Party by may reasonably deem appropriate; provided, that (i) counsel retained by the Indemnifying Party would is reasonably satisfactory to the Indemnified Party, (ii) the Indemnifying Party will not consent to any settlement or entry of judgment imposing any obligations on any Indemnified Parties, other than financial obligations for which such Person will be inappropriate due indemnified hereunder, unless such Person has consented in writing to actual such settlement or potential differing interests between judgment (which consent may be given or withheld in its sole discretion), and (iii) the Indemnifying Party will not consent to any settlement or entry of judgment unless, in connection therewith, the Indemnifying Party obtains a full and unconditional release of the Indemnified Party and any other party represented by from all liability with respect to such counsel in suit, action, investigation, claim or proceeding. Notwithstanding the Indemnifying Party's election to assume the defense or investigation of such claim, action or proceeding, the Indemnified Party shall have the right to employ separate counsel and provided further that to participate in the failure defense or investigation of any such claim, action or proceeding, which participation shall be at the expense of the Indemnifying Party, if (a) on the advice of counsel to the Indemnified Party use of counsel of the Indemnifying Party's choice could reasonably be expected to give rise to a material conflict of interest, (b) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to give represent the Indemnified Party within a reasonable time after notice as provided herein shall not relieve of the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense assertion of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent to entry institution of any judgment such action or enter into any settlement which does not include as an unconditional term thereof proceeding, (c) if the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any authorize the Indemnified Party with respect to any settlement entered into without employ separate counsel at the Indemnifying Party’s prior written consent's expense, or (d) such action shall seek relief other than monetary damages against the Indemnified Party.

Defense of Claims. Each party entitled to indemnification under this Section 6 7 (the “"Indemnified Party”") shall give notice to the party required to provide indemnification (the “"Indemnifying Party”") promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s 's expense; provided, however, that the Indemnifying Party shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 7 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s 's ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without the Indemnifying Party’s 's prior written consent.

Defense of Claims. Each If any third party entitled to indemnification under this Section 6 asserts a claim against either party (the “Indemnified Party”) shall which, if successful, would entitle Indemnified Party to indemnification under this Agreement, Indemnified Party will give notice of the claim to the other party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party will have the right to assume the defense of any such the claim or any litigation resulting therefromat its expense with counsel reasonably satisfactory to Indemnified Party, provided that counsel for the Indemnifying Party, who shall conduct Party diligently pursues the defense of such claim or litigationthe claim. If Indemnifying Party does assume the defense, shall be approved by the it will indemnify and hold Indemnified Party (whose approval shall not unreasonably be withheld)harmless from and against any and all losses, damages and the liabilities caused by or arising out of any settlement or judgment of such claim. In addition, Indemnified Party may will have the right to participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such the claim or litigation shallat its expense, except in which case Indemnifying Party will cooperate in providing information to and consulting with the written consent of each Indemnified Party which consent shall about the claim and Indemnifying Party will not be unreasonably withheld, consent to the entry of any judgment or enter into any settlement which without the prior written consent of Indemnified Party. If Indemnifying Party does not include assume the defense of the claim, Indemnified Party may defend against and/or settle the claim in the manner and on the terms as an unconditional term thereof it in good xxxxx xxxxx appropriate and will be indemnified for the giving amount of any judgment or settlement and for all losses or expenses, legal or otherwise, incurred in connection with the defense and/or settlement of the claim. Failure by the claimant or plaintiff Indemnifying Party to such give written notice to Indemnified Party of a release from all liability in respect its election to such defend the claim or litigation. No within thirty (30) days after written notice of the claim is given to Indemnifying Party shall be required to indemnify any by Indemnified Party with respect to any settlement entered into without the will be deemed a waiver of Indemnifying Party’s prior written consentright to defend the claim.

Defense of Claims. Each party entitled to indemnification under this Section 6 (the “Indemnified Party”A) shall give Claim, Loss or Proceeding. Promptly after receipt by a Party of notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be soughtan Indemnification Event, and shall permit the Indemnifying Party shall have the option to assume the defense of any the Indemnification Event, with counsel designated by such claim Indemnifying Party, provided, however, the Indemnified Party shall have the right to select and be represented by separate counsel if (i) the Indemnified Party shall have reasonably concluded and specifically notified the Indemnifying Party that there may be specific defenses available to it which are different from or any litigation resulting therefrom, provided that counsel for additional to those available to the Indemnifying Party, who or that such Indemnification Event involves or could have a material adverse effect upon the Indemnified Party beyond the scope of this Agreement, unless a liability insurer is willing to cover such effects; or (ii) the Indemnified ****=Confidential treatment has been requested for the redacted portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission. Party shall have reasonably concluded and specifically notified the Indemnifying Party that there may be a conflict of interest between the Indemnifying Party and the Indemnified Party in the conduct of the defense of such claim or litigation, shall be approved by Indemnification Event. If the Indemnified Party (whose approval shall not unreasonably has the right to select and be withheld)represented by separate counsel as provided herein, and then counsel for the Indemnified Party may participate in such shall have the right to direct the defense at such party’s expense; provided, however, that of the Indemnifying Party shall pay such expense if representation Indemnification Event on behalf of the Indemnified Party by and, to the extent possible, shall coordinate with counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without representing the Indemnifying Party’s prior written consent.

Defense of Claims. Each party entitled to indemnification under this Section 6 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay such expense if representation of the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of In fulfilling its obligations under this Section 6 unless 8.3, after the failure Indemnifying Party has provided each Indemnified Party with a written notice of its agreement to give indemnify each Indemnified Party under this Section 8.3, as between such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnified Party and the Indemnifying Party, in the defense of any such claim Indemnifying Party shall have the right to investigate, defend, settle or litigation shallotherwise handle, except with the written aforesaid cooperation, any Claim brought by a third party in such manner as the Indemnifying Party may reasonably deem appropriate; provided, that: (a) the Indemnifying Party will not consent to any settlement or entry of each judgment imposing any obligations on any Indemnified Party Parties, other than financial obligations for which consent shall such Person will be indemnified hereunder, unless such Person has consented in writing to such settlement or judgment (not to be unreasonably withheld, conditioned or delayed); and (b) the Indemnifying Party will not consent to any settlement or entry of any judgment or enter into any settlement which does not include as an unless, in connection therewith, the Indemnifying Party obtains a full and unconditional term thereof release of the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in with respect to such claim or litigationClaim. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without Notwithstanding the Indemnifying Party’s prior written consentelection to assume the defense or investigation of such Claim, the Indemnified Party shall have the right to employ separate counsel (at its own cost except as provided below) and to reasonably participate in the defense or investigation of such Claim, which participation shall be at the expense of the Indemnifying Party, if: (a) on the advice of counsel to the Indemnified Party use of counsel of the Indemnifying Party’s choice would reasonably be expected to give rise to a conflict of interest; (b) the Indemnifying Party shall authorize the Indemnified Party to employ separate counsel at the Indemnifying Party’s expense; or (c) separate counsel is retained to represent the Indemnifying Party in any action which seeks relief other than monetary damages against the Indemnified Party to the extent such representation is related to such relief.

Defense of Claims. Each party entitled In connection with any claim that may give ----------------- rise to indemnification indemnity under this Section 6 10 resulting from or arising out of any claim or Proceeding (as defined below) against an Indemnitee by a person or entity that is not a party hereto, the “Indemnified Party”) Indemnifying Party may but shall give not be obligated to (unless such Indemnitee elects not to seek indemnity hereunder for such claim), upon written notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has actual knowledge of any claim as to which indemnity may be soughtrelevant Indemnitee, and shall permit the Indemnifying Party to assume the defense of any such claim or proceeding if the Indemnifying Party with 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 provides assurances, reasonably 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; provided, -------- however, that nothing set forth herein shall be deemed to require the ------- Indemnifying Party to waive any litigation resulting therefromcrossclaims or counterclaims the Indemnifying Party may have against the Indemnified Party for damages. The Indemnified Party shall be entitled to retain separate counsel, provided that counsel for reasonably acceptable to the Indemnifying Party, who if the Indemnified Party shall reasonably determine, upon the written advice of counsel, that an actual or potential conflict of interest exists between the Indemnifying Party and the Indemnified Party in connection with such Proceeding. The Indemnifying Party shall be obligated to pay the reasonable fees and expenses of such separate counsel to the extent the Indemnified Party is entitled to indemnification by the Indemnifying Party with respect to such claim or Proceeding under this Section 10.4. If the Indemnifying Party assumes the defense of any such claim or Proceeding, the Indemnifying Party shall select counsel reasonably acceptable to such Indemnitee to conduct the defense of such claim or litigationProceeding, shall take all steps reasonably 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 10.4, the Indemnifying Party shall be approved by authorized to consent to a settlement of, or the Indemnified Party (whose approval shall entry of any judgment arising from, any such claim or Proceeding, with the prior written consent of such Indemnitee, not to be unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay or cause to be paid all amounts arising out of such expense if representation of settlement or judgment concurrently with the Indemnified Party by counsel retained by 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 inappropriate due a complete release of such Indemnitee and its Affiliates, directors, officers, employees and agents with respect to actual or potential differing interests between such claim, including any reasonably foreseeable collateral consequences thereof. Such Indemnitee shall be entitled to participate in (but not control) the Indemnified Party defense of any such action, with its own counsel and any other party represented by such counsel in such proceedingat its own expense. Each Indemnitee shall, and provided further that the failure shall cause each of any Indemnified Party to give notice as provided herein shall not relieve its Affiliates, directors, officers, employees and agents to, cooperate fully with the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense of any claim or Proceeding being defended by the Indemnifying Party pursuant to this Section 10.4. If the Indemnifying Party does not assume the defense of any claim or Proceeding resulting therefrom in accordance with the terms of this Section 10.4, such Indemnitee may defend against such claim or litigation shallProceeding in such manner as it reasonably may deem appropriate, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to including settling such claim or litigationproceeding after giving reasonable notice of the same to the Indemnifying Party, on such terms as such Indemnitee may deem appropriate. No 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, such Indemnifying Party shall be required have the burden to indemnify any Indemnified Party with respect to any settlement entered into without prove by a preponderance of the Indemnifying Party’s prior written consentevidence that such Indemnitee did not defend such claim or Proceeding in a reasonably prudent manner.

Defense of Claims. Each party entitled asserting a right to indemnification under this Section 6 Article X (the “Indemnified Asserting Party”) shall give notice agrees to notify the party putatively required to provide indemnification (the “Indemnifying Responding Party”) promptly after such Indemnified Party has actual knowledge with reasonable promptness of any claim as to for Damages asserted against it in respect of which indemnity the Responding Party may be soughtliable under this Agreement, which notification shall be accompanied by a written statement setting forth the basis of such claim and the manner of calculation thereof. The Responding Party shall permit have the Indemnifying Party right, at its election, to assume the defense of defend or compromise any such claim or any litigation resulting therefromat its own expense with counsel of its choice; provided, provided however, that (i) such counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be have been approved by the Indemnified Party (whose Asserting Party, which approval shall not be unreasonably be withheld), and withheld or delayed; (ii) the Indemnified Asserting Party may participate in such defense if it so chooses with its own counsel and at such party’s its own expense; providedand (iii) any such defense or compromise shall be conducted in a manner which is reasonable and not prejudicial to the Asserting Party’s interest in such matter. In the event the Responding Party does not undertake to defend or compromise the claim, however, that the Indemnifying Responding Party shall pay such expense if representation of promptly notify the Indemnified Party by counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceeding, and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Asserting Party of its obligations under this Section 6 unless the failure intention not to give such notice is materially prejudicial to an Indemnifying Party’s ability undertake to defend such action. No Indemnifying or compromise the claim, and the Responding Party shall be bound by (a) the final decree of any court of competent jurisdiction deciding the validity and amount of the claim asserted against the Asserting Party, in the defense and (b) any compromise of any such claim or litigation shall, except made with the written prior consent of each Indemnified Party the Responding Party, which consent shall not be unreasonably withheldwithheld or delayed. *The asterisk (*) indicates that material has been omitted pursuant to a request for confidential treatment. The omitted material has been filed separately with the Securities and Exchange Commission pursuant to rule 24b-2 of the rules to the Securities and Exchange Act of 1934, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any Indemnified Party with respect to any settlement entered into without the Indemnifying Party’s prior written consentamended.

Defense of Claims. Each party entitled to indemnification In fulfilling its obligations under this Section 6 (7.3, after the “Indemnifying Party has provided each Indemnified Party”) shall give Party with a written notice of its agreement to the party required to provide indemnification (the “Indemnifying Party”) promptly after indemnify each Indemnified Party under this Section 7.3, as between such Indemnified Party has actual knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or litigation, shall be approved by the Indemnified Party (whose approval shall not unreasonably be withheld), and the Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnifying Party shall pay have the right to investigate, defend, settle or otherwise handle, with the aforesaid cooperation, any claim, suit, action or proceeding, brought by a third party in such expense if representation of manner as the Indemnified Indemnifying Party by may reasonably deem appropriate; provided, that (i) counsel retained by the Indemnifying Party would is reasonably satisfactory to the Indemnified Party, (ii) the Indemnifying Party will not consent to 57 any settlement or entry of judgment imposing any obligations on any Indemnified Parties, other than financial obligations for which such Person will be inappropriate due indemnified hereunder, unless such Person has consented in writing to actual such settlement or potential differing interests between judgment (which consent may be given or withheld in its sole discretion), and (iii) the Indemnifying Party will not consent to any settlement or entry of judgment unless, in connection therewith, the Indemnifying Party obtains a full and unconditional release of the Indemnified Party and any other party represented by from all liability with respect to such counsel in suit, action, investigation, claim or proceeding. Notwithstanding the Indemnifying Party's election to assume the defense or investigation of such claim, action or proceeding, the Indemnified Party shall have the right to employ separate counsel and provided further that to participate in the failure defense or investigation of any such claim, action or proceeding, which participation shall be at the expense of the Indemnifying Party, if (a) on the advice of counsel to the Indemnified Party use of counsel of the Indemnifying Party's choice could reasonably be expected to give rise to a material conflict of interest, (b) the Indemnifying Party shall not have employed counsel reasonably satisfactory to the Indemnified Party to give represent the Indemnified Party within a reasonable time after notice as provided herein shall not relieve of the Indemnifying Party of its obligations under this Section 6 unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend such action. No Indemnifying Party, in the defense assertion of any such claim or litigation shall, except with the written consent of each Indemnified Party which consent shall not be unreasonably withheld, consent to entry institution of any judgment such action or enter into any settlement which does not include as an unconditional term thereof proceeding, (c) if the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. No Indemnifying Party shall be required to indemnify any authorize the Indemnified Party with respect to any settlement entered into without employ separate counsel at the Indemnifying Party’s prior written consent's expense, or (d) such action shall seek relief other than monetary damages against the Indemnified Party.