Common use of Indemnification Process Clause in Contracts

Indemnification Process. If a Party (“Indemnifying Party”) is required to indemnify the other Party (“Indemnified Party”) pursuant to Section 10.2, the Indemnified Party shall promptly notify the Indemnifying Party. The Indemnifying Party will be permitted to assume primary control of the defense of the action with counsel of the Indemnifying Party's choice. The Indemnified Party will cooperate in the defense of the action as requested by the Indemnifying Party. The Indemnified Party may, but shall not be required to, participate in the defense of the action with its own counsel, at its own expense. The Indemnifying Party will assume the cost of the defense on behalf of the Indemnified Party and its Affiliates (other than the expense of Indemnified Party's counsel pursuant to the immediately preceding sentence) and will pay all expenses and satisfy all judgments which may be incurred or rendered against the Indemnified Party or its Affiliates in connection therewith, provided that without the Indemnified Party’s written consent, the Indemnifying Party shall not enter into or acquiesce to any settlement containing any admission of or stipulation to any guilt, fault, or wrongdoing on the part of the Indemnified Party, which would otherwise adversely affect the Indemnified Party, or which results in less than a full release of all claims.

Indemnification Process. If a Party any action shall be brought against either party (“the "Indemnified Party") in respect to which indemnity may be sought from the other party (the "Indemnifying Party”) is required to indemnify the other Party (“Indemnified Party”") pursuant to the provisions of Section 10.210.3, the Indemnified Party shall promptly notify the Indemnifying Party in writing, specifying the nature of the action and the total monetary amount sought or other such relief as is sought therein. The Indemnified Party shall cooperate with the Indemnifying Party at the Indemnifying Party's expense in all reasonable respects in connection with the defense of any such action. The Indemnifying Party will be permitted may upon written notice to Indemnified Party undertake to control and conduct all proceedings or negotiations in connection therewith, assume primary and control of the defense thereof, and if it so undertakes, it shall also undertake all other required steps or proceedings to settle or defend any such action, including the employment of the action with counsel which shall be reasonably satisfactory to Indemnified Party, and payment of the Indemnifying Party's choiceall reasonably incurred expenses. The Indemnified Party will cooperate in shall have the defense of the action as requested by the Indemnifying Party. The Indemnified Party may, but shall not be required to, right to employ separate counsel and participate in the defense of the action with its own counseldefense, at its own Indemnified Party's sole cost and expense. The Indemnifying Party will assume the cost of the defense on behalf of the shall reimburse Indemnified Party and its Affiliates (other than upon demand for any payments made or loss suffered by it at any time after the expense date of Indemnified Party's counsel tender, based upon the judgment of any court of competent jurisdiction or pursuant to the immediately preceding sentence) and will pay all expenses and satisfy all judgments which may be incurred a bona fide compromise or rendered against the Indemnified Party settlement of claims, demands, or its Affiliates actions, in connection therewith, provided that without the Indemnified Party’s written consent, the Indemnifying Party shall not enter into or acquiesce respect to any settlement containing any admission of or stipulation damages to any guilt, fault, or wrongdoing on which the part of the Indemnified Party, which would otherwise adversely affect the Indemnified Party, or which results in less than a full release of all claimsforegoing relates.

Indemnification Process. If a The Indemnified Party (“will notify the Indemnifying Party promptly in writing of any Claim for which it seeks indemnification hereunder, provided that the failure of the Indemnified Party to promptly inform the Indemnifying Party of any Claim shall not excuse the Indemnifying Party of its obligations under this Section 9 except to the extent such failure materially prejudices the Indemnifying Party”) is required to indemnify . In the other Party (“Indemnified Party”) pursuant to Section 10.2case of a third-party Claim, the Indemnified Party shall promptly notify will provide, at the Indemnifying Party. The ’s expense (to the extent of out-of-pocket expenses only), all reasonably necessary assistance, information and authority to allow the Indemnifying Party will be permitted to assume primary control of the defense and settlement of such third-party Claim. Notwithstanding the action with counsel of the Indemnifying Party's choice. The Indemnified Party will cooperate in the defense of the action as requested by the Indemnifying Party. The Indemnified Party may, but shall not be required to, participate in the defense of the action with its own counsel, at its own expense. The Indemnifying Party will assume the cost of the defense on behalf of the Indemnified Party and its Affiliates (other than the expense of Indemnified Party's counsel pursuant to the immediately preceding sentence) and will pay all expenses and satisfy all judgments which may be incurred or rendered against the Indemnified Party or its Affiliates in connection therewith, provided that without the Indemnified Party’s written consentforegoing, the Indemnifying Party shall not enter into or acquiesce to any settlement containing of any admission Claim without the Indemnified Party’s prior written consent unless such settlement (a) does not admit any fault or guilt of the Indemnified Party or stipulation to impose any guilt, fault, or wrongdoing obligations on the part of the Indemnified Party, which would otherwise adversely affect (b) provides that the sole relief is money damages that are paid in full by the Indemnified Party, or which results in less than and (c) includes a full release of the Indemnified Party from all claimsliability for such Claim or a complete dismissal of litigation with prejudice. The Indemnified Party may participate at its expense in the defense or settlement of any Claim with counsel of its choosing and at its sole expense.

Indemnification Process. If a The Party seeking indemnification under this Section 14 (“Indemnifying Party”) is required to indemnify the other Party (“Indemnified Party”) pursuant shall provide prompt written notice of such claim to Section 10.2other Party (the “Indemnifying Party”), describing the claim, the amount thereof (if known) and the alleged basis thereof. For the avoidance of doubt, the failure of the Indemnified Party to provide such notice shall promptly notify not affect the indemnification obligations of the Indemnifying Party, unless and to the extent the Indemnifying Party is actually prejudiced by such failure. Subject to the remaining provisions of this Section 14(c), the Indemnifying Party shall be entitled to assume and control the defense and/or settlement of any such claim. The Indemnifying Party will be permitted to assume primary control of acknowledges and agrees that the defense of the action with counsel of the Indemnifying Party's choice. The Indemnified Party will cooperate in has the defense of the action as requested by the Indemnifying Party. The Indemnified Party may, but shall not be required to, participate in the defense of the action with its own counselright to participate, at its own expense, in the defense of any claim for which the Indemnified Party is seeking indemnification under this Section 14. The Indemnifying Party will assume the cost of the defense on behalf of the Indemnified Party and its Affiliates (other than the expense of Indemnified Party's counsel pursuant may not settle, compromise or consent to the immediately preceding sentence) and will pay all expenses and satisfy all judgments which may be incurred or rendered against the Indemnified Party or its Affiliates entry of any judgment in connection therewith, provided that any such claim without the Indemnified Party’s prior written consent, the Indemnifying Party shall not enter into or acquiesce to any settlement containing any admission of or stipulation to any guilt, fault, or wrongdoing on the part consent of the Indemnified Party, which would otherwise adversely affect unless such settlement, compromise or consent: (i) includes an unconditional release of the Indemnified Party from all liability arising out of such commenced or threatened claim; and (ii) does not include a statement as to, or an admission of fault, culpability or failure to act by or on behalf of, the Indemnified Party, or which results in less than a full release of all claims.

Indemnification Process. If a The Indemnified Party shall: (“a) give the Indemnifying Party prompt written notice of the relevant Claim; (b) provide the Indemnifying Party”, at the Indemnifying Party’s expense, with reasonable information, assistance and cooperation in the defense of such Claim; and (c) is required give the Indemnifying Party the right to indemnify control the other defense and settlement of any such Claim, except that the Indemnifying Party (“will not enter into any settlement that affects the Indemnified Party”) pursuant to Section 10.2's rights or interest without the Indemnified Party's prior written approval, which shall not be unreasonably withheld or delayed, and provided further that the Indemnified Party shall promptly notify not be required to allow the Indemnifying Party. The Indemnifying Party will be permitted to assume primary the control of the defense of a Claim to the action with counsel extent that the Indemnified Party determines (i) any relief other than monetary damages is sought against the Indemnified Party, (ii) there may be a conflict of interest between the Indemnifying Party and Indemnified Party in the conduct of the Indemnifying defense, or (iii) settlement of, or an adverse judgment with respect to, such claim could reasonably be expected to establish a precedential custom or practice materially adverse to the continuing business interests of the Indemnified Party's choice, and in such events the costs of defense will be considered "Claims" as defined above. The Indemnified Party will cooperate in have the defense of the action as requested by the Indemnifying Party. The Indemnified Party may, but shall not be required to, right to participate in the defense of the action such Claim with counsel of its own counsel, choice at its own expense. The Indemnifying Party will assume the cost of the defense on behalf of the Indemnified Party and its Affiliates (other than the expense of Indemnified Party's counsel pursuant to the immediately preceding sentence) and will pay all expenses and satisfy all judgments which may be incurred or rendered against the Indemnified Party or its Affiliates in connection therewith, provided that without the Indemnified Party’s written consent, the Indemnifying Party shall not enter into or acquiesce to any settlement containing any admission of or stipulation to any guilt, fault, or wrongdoing on the part of the Indemnified Party, which would otherwise adversely affect the Indemnified Party, or which results in less than a full release of all claims.

Indemnification Process. If a Distributor Indemnitee or Supplier Indemnitee (as applicable, the “Indemnitee”) shall give the other Party from whom indemnity is being sought (the “Indemnifying Party”) is required prompt written notice of the Third Party claims (provided that any delay or failure to indemnify the other Party (“Indemnified Party”) pursuant to Section 10.2provide such notice shall not constitute a waiver or release of, or otherwise limit, the Indemnified Party Indemnitee’s rights to indemnification, except to the extent such delay or failure materially prejudices the Indemnifying Party’s ability to defend against the relevant claims). The Indemnitee shall promptly notify reasonably cooperate with the Indemnifying Party. The Indemnifying Party will be permitted shall have the right to assume primary control of the defense (at its own expense) of the action with any such Third Party claim through counsel of the Indemnifying Party's choiceits own choosing. The Indemnified Party will cooperate Indemnitee shall have the right to participate in the defense of thereof and to employ counsel, at its own expense, separate from the action as requested counsel employed by the Indemnifying Party. The Indemnified Party may, but shall not be required to, participate in the defense of the action with its own counsel, at its own expense. The Indemnifying Party will assume the cost of the defense on behalf of the Indemnified Party and its Affiliates (other than the expense of Indemnified Party's counsel pursuant to the immediately preceding sentence) and will pay all expenses and satisfy all judgments which may be incurred or rendered against the Indemnified Party or its Affiliates in connection therewith, provided that without the Indemnified Party’s written consent, the Indemnifying Party shall not enter into settle or acquiesce to otherwise resolve any such Third Party claim (a) unless such settlement containing any admission of or stipulation to any guilt, fault, or wrongdoing imposes only a monetary obligation on the part of the Indemnified PartyIndemnitee, which would otherwise adversely affect obligation will be indemnified by the Indemnified Indemnifying Party, or (b) without the prior written consent of the Indemnitee, which results in less than a full release of all claimssuch consent shall not to be unreasonably withheld, conditioned or delayed.

Indemnification Process. If a The Indemnifying Party (“Indemnifying Party”) is required agrees to indemnify the other Party (“Indemnified Party”) pursuant to Section 10.2, defend the Indemnified Party shall promptly for any loss, injury, liability, claim or demand (“Actions”) that is the subject of Article 7 hereof. The Indemnified Party agrees to notify the Indemnifying PartyParty promptly, in writing, of any Actions, threatened or actual, and to cooperate in every reasonable way to facilitate the defense or settlement of such Actions. The Indemnifying Party will be permitted to shall assume primary control of the defense of the action any Action with counsel of its own choosing, but which is reasonably satisfactory to the Indemnifying Party's choice. The Indemnified Party will cooperate in the defense of the action as requested by the Indemnifying Party. The Indemnified Party may, but shall not be required to, participate in the defense of the action with may employ its own counsel in any such case, and shall pay such counsel, at its own expense’s fees and expenses. The Indemnifying Party will assume shall have the cost of right to settle any claim for which indemnification is available; provided, however, that to the defense on behalf of extent that such settlement requires the Indemnified Party and its Affiliates (other than the expense of Indemnified Party's counsel pursuant to the immediately preceding sentence) and will pay all expenses and satisfy all judgments which may be incurred take or rendered against the Indemnified Party refrain from taking any action or its Affiliates in connection therewith, provided that without purports to obligate the Indemnified Party’s written consent, then the Indemnifying Party shall not enter into or acquiesce to any settlement containing any admission of or stipulation to any guilt, fault, or wrongdoing on settle such claim without the part prior written consent of the Indemnified Party, which would otherwise adversely affect the Indemnified Partyconsent shall not be unreasonably withheld, conditioned or which results in less than a full release of all claimsdelayed.

Indemnification Process. If a Party Parent, on behalf of the Parent Indemnified Parties, and Bank, on behalf of the Bank Indemnified Parties (each, an “Indemnified Party”) shall (i) promptly notify the party obligated to provide indemnification (the “Indemnifying Party”) is required to indemnify of any matters in respect of which the other Party (“Indemnified Party”) pursuant to Section 10.2, indemnity may apply and of which the Indemnified Party has knowledge; (ii) give the Indemnifying Party full opportunity to control the response thereto and the defense thereof, including any agreement relating to the settlement thereof, provided that the Indemnifying Party shall promptly notify not settle any such claim or action without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed); and (iii) cooperate with the Indemnifying Party. The Indemnifying Party will be permitted to assume primary control of the defense of the action with counsel of , at the Indemnifying Party's choice’s cost and expense in the defense or settlement thereof. The Indemnified Party will cooperate in the defense of the action as requested by the Indemnifying Party. The Indemnified Party may, but shall not be required to, participate in the defense of the action with its own counselmay participate, at its own expense, in such defense and in any settlement discussions directly or through counsel of its choice on a monitoring, non-controlling basis. The Notwithstanding the foregoing, the Indemnifying Party will assume the cost of the defense may not agree on behalf of the Indemnified Party and its Affiliates (other than the expense of Indemnified Party's counsel pursuant to the immediately preceding sentence) and will pay all expenses and satisfy all judgments which may be incurred or rendered against the Indemnified Party or its Affiliates in connection therewith, provided that without the Indemnified Party’s written consent, behalf to a settlement involving anything other than the Indemnifying Party shall not enter into or acquiesce to any settlement containing any admission payment of or stipulation to any guilt, fault, or wrongdoing on the part of the Indemnified Party, which would otherwise adversely affect the Indemnified Party, or which results in less than a full release of all claimsmoney.

Indemnification Process. If a Party GE Capital, on behalf of the GE Capital Indemnified Parties, and Provider, on behalf of the Provider Indemnified Parties, (each, an “Indemnified Party”) shall (i) promptly notify the party obligated to provide indemnification (the “Indemnifying Party”) is required to indemnify of any matters in respect of which the other Party (“Indemnified Party”) pursuant to Section 10.2, indemnity may apply and of which the Indemnified Party has knowledge; (ii) give the Indemnifying Party full opportunity to control the response thereto and the defense thereof, including any agreement relating to the settlement thereof, provided that the Indemnifying Party shall promptly notify not settle any such claim or action without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed); and (iii) cooperate with the Indemnifying Party. The Indemnifying Party will be permitted to assume primary control of the defense of the action with counsel of , at the Indemnifying Party's choice’s cost and expense in the defense or settlement thereof. The Indemnified Party will cooperate in the defense of the action as requested by the Indemnifying Party. The Indemnified Party may, but shall not be required to, participate in the defense of the action with its own counselmay participate, at its own expense, in such defense and in any settlement discussions directly or through counsel of its choice on a monitoring, non-controlling basis. The Notwithstanding the foregoing, the Indemnifying Party will assume the cost of the defense may not agree on behalf of the Indemnified Party and its Affiliates (other than the expense of Indemnified Party's counsel pursuant to the immediately preceding sentence) and will pay all expenses and satisfy all judgments which may be incurred or rendered against the Indemnified Party or its Affiliates in connection therewith, provided that without the Indemnified Party’s written consent, behalf to a settlement involving anything other than the Indemnifying Party shall not enter into or acquiesce to any settlement containing any admission payment of or stipulation to any guilt, fault, or wrongdoing on the part of the Indemnified Party, which would otherwise adversely affect the Indemnified Party, or which results in less than a full release of all claimsmoney.

Indemnification Process. If a The Party seeking indemnification hereunder (the “Indemnified Party”) shall promptly inform the other party (“Indemnifying Party”) is required to indemnify the other Party (“Indemnified Party”) pursuant to Section 10.2, of any suit or proceeding filed against the Indemnified Party shall promptly notify for which the Indemnified Party is entitled to indemnification hereunder (provided, however, that failure to give prompt notice will not relieve the Indemnifying PartyParty of any liability hereunder, except to the extent the Indemnifying Party has suffered actual material prejudice by such failure). The Indemnified Party will allow the Indemnifying Party will be permitted to assume primary control of direct the defense and settlement of the action any such claim, with counsel of the Indemnifying Party's choice. The Indemnified Party ’s choosing, and will cooperate in the defense of the action as requested by provide the Indemnifying Party. The Indemnified Party may, but shall not be required toat the Indemnifying Party’s expense, participate in with information and assistance that are reasonably necessary for the defense and settlement of the action with its own counsel, at its own expenseclaim. The Indemnifying Party will assume shall have the cost of right, but not the obligation, at its sole expense to participate in (but not to control) the defense on behalf of any such suit or proceeding. An Indemnifying Party will not settle any such action without the written consent of the Indemnified Party and its Affiliates (other than the expense of Indemnified Party's counsel pursuant to the immediately preceding sentence) and which consent will pay all expenses and satisfy all judgments which may not be incurred unreasonably withheld or rendered against the Indemnified Party or its Affiliates in connection therewith, provided that without the Indemnified Party’s written consent, the Indemnifying Party shall not enter into or acquiesce to any settlement containing any admission of or stipulation to any guilt, fault, or wrongdoing on the part of the Indemnified Party, which would otherwise adversely affect the Indemnified Party, or which results in less than a full release of all claimsdelayed).

Indemnification Process. If a Party (“Indemnifying Party”) is required to indemnify the other Party (“Indemnified Party”) pursuant to Section 10.2, the Indemnified Party shall promptly notify the Indemnifying Party. The Indemnifying Party will be permitted to assume primary control of the defense of the action with counsel of the Indemnifying Party's choice. The Indemnified Party will cooperate in the defense of the action as requested by the Indemnifying Party. The Indemnified Party may, but shall not be required to, participate in the defense of the action with its own counsel, at its own expense. The Indemnifying Party will assume the cost of the defense on behalf of the Indemnified Party and its Affiliates (other than the expense of Indemnified Party's counsel pursuant to the immediately preceding sentence) and will pay all expenses and satisfy all judgments which may be incurred or rendered against the Indemnified Party or its Affiliates in connection therewith, provided that without the Indemnified Party’s written consent, the Indemnifying Party shall not enter into or acquiesce to any settlement containing any admission of or stipulation to any guilt, fault, or wrongdoing on the part of the Indemnified Party, Party or which would otherwise adversely affect the Indemnified Party without the Indemnified Party, or which results in less than a full release of all claims's written consent.

Indemnification Process. If a The Party seeking indemnification under this Section 7 (“Indemnifying Party”) is required to indemnify the other Party (“Indemnified Party”) pursuant shall provide prompt written notice of such claim to Section 10.2the other Party (the “Indemnifying Party”), describing the claim, the amount thereof (if known) and the alleged basis thereof. For the avoidance of doubt, the failure of the Indemnified Party to provide such notice shall promptly notify not affect the indemnification obligations of the Indemnifying Party, unless and to the extent the Indemnifying Party is actually prejudiced by such failure. Subject to the remaining provisions of this Section 7.3, the Indemnifying Party shall be entitled to assume and control the defense and/or settlement of any such claim and shall be obligated to pay the reasonable costs of defense of any such claim (such costs, the “Defense Costs”). The Indemnifying Party will be permitted to assume primary control of acknowledges and agrees that the defense of the action with counsel of the Indemnifying Party's choice. The Indemnified Party will cooperate in has the defense of the action as requested by the Indemnifying Party. The Indemnified Party may, but shall not be required to, participate in the defense of the action with its own counselright to participate, at its own expense, in the defense of any claim for which the Indemnified Party is seeking indemnification under this Section 7. The Indemnifying Party will assume the cost of the defense on behalf of the Indemnified Party and its Affiliates (other than the expense of Indemnified Party's counsel pursuant may not settle, compromise or consent to the immediately preceding sentence) and will pay all expenses and satisfy all judgments which may be incurred or rendered against the Indemnified Party or its Affiliates entry of any judgment in connection therewith, provided that any such claim without the Indemnified Party’s prior written consent, the Indemnifying Party shall not enter into or acquiesce to any settlement containing any admission of or stipulation to any guilt, fault, or wrongdoing on the part consent of the Indemnified Party, which would otherwise adversely affect unless such settlement, compromise or consent: (i) includes an unconditional release of the Indemnified Party from all liability arising out of such commenced or threatened claim; and (ii) does not include a statement as to, or an admission of fault, culpability or failure to act by or on behalf of, the Indemnified Party, or which results in less than a full release of all claims.

Indemnification Process. If a A Party seeking indemnification hereunder (“Indemnifying Party”) is required to indemnify the other Party (“Indemnified Party”) pursuant to Section 10.2, the Indemnified Party shall promptly notify the Indemnifying Party. The Indemnifying other (the “Indemnitor”) of its claim not more than ten (10) business days after receiving the claim, provided that the failure to so notify the Indemnitor shall not relieve the Indemnitor from any liability that it may have to the Indemnified Party will be permitted unless, and to assume primary control the extent that, the Indemnitor is actually and materially prejudiced as a result of the defense of the action with counsel of the Indemnifying Party's choiceany failure or delay in providing such notice. The Indemnified Party will shall cooperate in fully with the defense of Indemnitor; shall allow the action as requested by Indemnitor to control the Indemnifying Party. The Indemnified Party may, but shall not be required to, participate in the defense of the action with defense; and may retain its own counsel, counsel at its own sole expense. The Indemnifying Neither Party will assume the cost shall be liable for any settlement of the defense on behalf of the Indemnified Party and any action, claim or proceeding effected without its Affiliates (other than the expense of Indemnified Party's counsel pursuant prior written consent. Notwithstanding anything in this Agreement to the immediately preceding sentence) and will pay all expenses and satisfy all judgments which may be incurred or rendered against contrary, the Indemnified Party or its Affiliates in connection therewithIndemnitor shall not, provided that without the Indemnified Party’s prior written consent, the Indemnifying Party shall not enter into settle or acquiesce compromise any claim or consent to entry of any settlement containing judgment in respect thereof that imposes any admission of or stipulation to any guilt, fault, or wrongdoing future obligation on the part of Indemnified Party or that does not include, as an unconditional term thereof, the giving by the claimant or the plaintiff to the Indemnified Party, which would otherwise adversely affect the Indemnified Party, or which results Party of a release from all liability in less than a full release respect of all claimssuch claim.

Indemnification Process. If 20.2° 1 As used in this Section 20, "Indemnified Person" means a person whom an Indemnifying Party (“is obligated to indemnify defend and/or hold harmless under Section 20.1. 20°2.3 An Indemnifying Party”'s obligations under Section 20.1 shall be conditioned upon the following: The Indemnified Person: (a) is required shall give the Indemnifying Party notice of the Claim promptly after becoming aware thereof (including a statement of facts known to indemnify the other Party (“Indemnified Party”) pursuant to Section 10.2, the Indemnified Person related to the Claim and an estimate of the amount thereof); (b) prior to taking any material action with respect to a Third Party Claim, shall promptly notify consult with the Indemnifying Party. The Indemnifying Party will as to the procedure to be permitted followed in defending, settling, or compromising the Claim; (c) shall not consent to assume primary control any settlement or compromise of a Third Party Claim without the defense of the action with counsel written consent of the Indemnifying Party's choice. The Indemnified ; (d) shall permit the Indemnifying Party will cooperate in to assume the defense of a Third Party Claim (including, except as provided below, the action as requested by compromise or settlement thereof) at the Indemnifying Party. The Indemnified Party may's own cost and expense, but shall not be required toprovided, participate in the defense of the action with its own counselhowever, at its own expense. The Indemnifying Party will assume the cost of the defense on behalf of that the Indemnified Party and its Affiliates (other than Person shall have the expense of Indemnified right to approve the Indemnifying Party's counsel pursuant choice of legal counsel. MSI SC Comp v30c 11 20,2.4 If the Indemnified Person fails to comply with Section 20.2.3 with respect to a Claim, to the immediately preceding sentence) and will pay all expenses and satisfy all judgments which may be incurred or rendered against extent such failure shall have a material adverse effect upon the Indemnified Party or its Affiliates in connection therewith, provided that without the Indemnified Indemnifying Party’s written consent, the Indemnifying Party shall not enter into or acquiesce be relieved of its obligation to any settlement containing any admission of or stipulation to any guiltindemnify, fault, or wrongdoing on the part of defend and hold harmless the Indemnified Party, which would otherwise adversely affect the Indemnified Party, or which results in less than a full release of all claimsPerson with respect to such Claim under this Agreement.

Indemnification Process. If a Each Party (“Indemnifying Party”) is required to indemnify shall give the other Party (“Indemnified prompt written notice of any event or assertion of which such Party obtains knowledge concerning any Damages and as to which a Party may request indemnification hereunder, provided, however, that failure to give such notice will not affect the indemnified Party”) pursuant ’s rights furnished hereunder unless, and then solely to Section 10.2the extent that, the Indemnified rights of the indemnifying Party shall promptly notify the Indemnifying Partyare materially prejudiced as a result of such failure. The Indemnifying Party will Parties shall cooperate with each other in determining the validity of any claim or assertion requiring indemnity hereunder and in defending against third parties with respect to the same. The defense of such litigation shall be permitted to assume primary within the control of the defense indemnifying Party; provided, however, that the indemnifying Party’s choice of counsel shall be reasonably satisfactory to the action with counsel of the Indemnifying Party's choiceParty seeking indemnification. The Indemnified indemnified Party will cooperate in the defense of the action as requested by the Indemnifying Party. The Indemnified Party may, but shall not be required to, may participate in the defense of the action with its own counselany claim or assertion requiring indemnity hereunder and, at its own expense. The Indemnifying in such event, such Party will assume the cost of the defense on behalf of the Indemnified Party and its Affiliates (other than the expense of Indemnified Party's counsel pursuant to the immediately preceding sentence) and will pay all expenses and satisfy all judgments which may be incurred or rendered against the Indemnified Party or its Affiliates shall cooperate fully in connection therewith. If the indemnifying Party fails to perform any of its obligations under this Section 5, provided that without then the Indemnified Party’s written consentother Party may directly assume the defense of the claim or assertion at issue, and the Indemnifying indemnifying Party shall promptly reimburse the other Party for all costs and expenses (including, without limitation, reasonable attorneys’ fees and expenses) incurred in connection therewith. The Parties hereby agree not enter into to settle or acquiesce to compromise any settlement containing any admission of such third-party suit, claim or stipulation to any guilt, fault, or wrongdoing on the part proceeding without prior written consent of the Indemnified PartyParty seeking indemnification, which would otherwise adversely affect the Indemnified Party, or which results in less than a full release of all claimsconsent shall not be unreasonably withheld.

Indemnification Process. If a Party Bank, on behalf of the Bank Indemnified Parties, and Provider, on behalf of the Provider Indemnified Parties, (each, an “Indemnified Party”) shall (i) promptly notify the party obligated to provide indemnification (the “Indemnifying Party”) is required to indemnify of any matters in respect of which the other Party (“Indemnified Party”) pursuant to Section 10.2, indemnity may apply and of which the Indemnified Party has knowledge; (ii) give the Indemnifying Party full opportunity to control the response thereto and the defense thereof, including any agreement relating to the settlement thereof, provided that the Indemnifying Party shall promptly notify not settle any such claim or action without the prior written consent of the Indemnified Party (which shall not be unreasonably withheld or delayed); and (iii) cooperate with the Indemnifying Party. The Indemnifying Party will be permitted to assume primary control of the defense of the action with counsel of , at the Indemnifying Party's choice’s cost and expense in the defense or settlement thereof. The Indemnified Party will cooperate in the defense of the action as requested by the Indemnifying Party. The Indemnified Party may, but shall not be required to, participate in the defense of the action with its own counselmay participate, at its own expense, in such defense and in any settlement discussions directly or through counsel of its choice on a monitoring, non-controlling basis. The Notwithstanding the foregoing, the Indemnifying Party will assume the cost of the defense may not agree on behalf of the Indemnified Party and its Affiliates (other than the expense of Indemnified Party's counsel pursuant to the immediately preceding sentence) and will pay all expenses and satisfy all judgments which may be incurred or rendered against the Indemnified Party or its Affiliates in connection therewith, provided that without the Indemnified Party’s written consent, behalf to a settlement involving anything other than the Indemnifying Party shall not enter into or acquiesce to any settlement containing any admission payment of or stipulation to any guilt, fault, or wrongdoing on the part of the Indemnified Party, which would otherwise adversely affect the Indemnified Party, or which results in less than a full release of all claimsmoney.