Common use of Indemnity Procedures Clause in Contracts

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s 's indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying indemnifying Party. Except as stated below, the The Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an a Person entitled to indemnity (“Indemnified Party Person”) of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 Section 14.1 may apply, the Indemnified Party Person shall notify the Indemnifying indemnifying Interconnection Party of such fact. Any failure of or delay in such notification shall not affect a an Interconnection Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying indemnifying Interconnection Party. Except as stated below, The Indemnified Person shall cooperate with the Indemnifying indemnifying Interconnection Party with respect to the matter for which indemnification is claimed. The indemnifying Interconnection Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying indemnifying Interconnection Party and reasonably satisfactory to the Indemnified PartyPerson. If the defendants in any such action include one or more Indemnified Parties Persons and the Indemnifying indemnifying Interconnection Party and if the Indemnified Party Person reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties Persons which are different from or additional to those available to the Indemnifying indemnifying Interconnection Party, the Indemnified Party Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying indemnifying Interconnection Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party Person or Indemnified Parties Persons having such differing or additional legal defenses. The Indemnified Party Person shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying indemnifying Interconnection Party. Notwithstanding the foregoing, the Indemnifying indemnifying Interconnection Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party Person and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified PartyPerson, or there exists a conflict or adversity of interest between the Indemnified Party Person and the Indemnifying indemnifying Interconnection Party, in such event the Indemnifying indemnifying Interconnection Party shall pay the reasonable expenses of the Indemnified PartyPerson, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified PartyPerson, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an a Person entitled to indemnity (“Indemnified Party Person”) of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 Section 12.1 above may apply, the Indemnified Party Person shall notify the Indemnifying Party indemnifying Constructing Entity of such fact. Any failure of or delay in such notification shall not affect a PartyConstructing Entity’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Partyindemnifying Constructing Entity. Except as stated below, The Indemnified Person shall cooperate with the Indemnifying Party indemnifying Constructing Entity with respect to the matter for which indemnification is claimed. The indemnifying Constructing Entity shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party indemnifying Constructing Entity and reasonably satisfactory to the Indemnified PartyPerson. If the defendants in any such action include one or more Indemnified Parties Persons and the Indemnifying Party indemnifying Constructing Entity and if the Indemnified Party Person reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties Persons which are different from or additional to those available to the Indemnifying Partyindemnifying Constructing Entity, the Indemnified Party Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party indemnifying Constructing Entity shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party Person or Indemnified Parties Persons having such differing or additional legal defenses. The Indemnified Party Person shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Partyindemnifying Constructing Entity. Notwithstanding the foregoing, the Indemnifying Party indemnifying Constructing Entity (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party Person and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified PartyPerson, or there exists a conflict or adversity of interest between the Indemnified Party Person and the Indemnifying Partyindemnifying Constructing Entity, in such event the Indemnifying Party indemnifying Constructing Entity shall pay the reasonable expenses of the Indemnified PartyPerson, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified PartyPerson, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party Person of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party Person shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s 's indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the The Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified PartyPerson. If the defendants in any such action include one or more Indemnified Parties Persons and the Indemnifying Party and if the Indemnified Party Person reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties Persons which are different from or additional to those available to the Indemnifying Party, the Indemnified Party Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party Person or Indemnified Parties Persons having such differing or additional legal defenses. The Indemnified Party Person shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party Person and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified PartyPerson, or there exists a conflict or adversity of interest between the Indemnified Party Person and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified PartyPerson, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified PartyPerson, which shall not be unreasonably reasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 18.2 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the The Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. ‌ Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party Person of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party Person shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the The Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified PartyPerson. If the defendants in any such action include one or more Indemnified Parties Persons and the Indemnifying Party and if the Indemnified Party Person reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties Persons which are different from or additional to those available to the Indemnifying Party, the Indemnified Party Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party Person or Indemnified Parties Persons having such differing or additional legal defenses. The Indemnified Party Person shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party Person and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified PartyPerson, or there exists a conflict or adversity of interest between the Indemnified Party Person and the Indemnifying Party, in such which event the Indemnifying Party shall pay the reasonable expenses of the Indemnified PartyPerson, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified PartyPerson, which shall not be unreasonably reasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 18.2 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s 's indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the The Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s 's indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may applyWhen seeking indemnification under this Agreement, the Indemnified Party shall will promptly notify the Indemnifying Party in writing of such factany claims or Losses subject to indemnity. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial notice to the Indemnifying Party will relieve the Indemnifying Party of its defense and indemnity obligations only to the extent of any prejudice of the defense of the Losses. Within fifteen (15) days following receipt of written notice from an Indemnified Party. Except as stated below, but no later than ten (10) days before the date on which any response to a complaint or summons is due, the Indemnifying Party will notify the Indemnified Party in writing (a) acknowledging its indemnification obligation and assuming control of the defense and settlement of the claims or Losses (a “Notice of Election”) or (b) of its good faith dispute of liability, which such dispute shall be resolved in accordance with Section 10 of this Agreement. If the Indemnifying Party delivers a Notice of Election, the Indemnifying Party will have the sole right to assume conduct the defense thereof with counsel designated by such of any claims or Losses and all negotiations for compromise or settlement, except that: (i) the Indemnifying Party will not enter into any compromise or settlement that will have the effect of constituting an admission of liability by the Indemnified Party, or creating any liability or obligation (whether legal or equitable) on the Indemnified Party’s part, without the prior written consent of the Indemnified Party, (ii) no compromise or settlement is authorized unless the Indemnified Party is completely released of liability under the compromise or settlement, and reasonably satisfactory (iii) the Indemnified Party will be entitled to obtain counsel at its own expense and assist in the handling of any claim. Any counsel selected by the Indemnifying Party to defend the Indemnified Party will be subject to the reasonable approval of the Indemnified Party. If the defendants in Indemnifying Party, after receiving notice of any such action include one Losses, fails to deliver a Notice of Election within the timeframe set forth herein or more Indemnified Parties and the Indemnifying Party and if otherwise fails to acknowledge its obligation of indemnification, the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available (without further notice to the Indemnifying Party) retain counsel and undertake the defense, compromise or settlement of the Losses. The Indemnifying Party will promptly reimburse the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees for all costs and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitledincurred in defending against the Losses, at its expense, to participate in any such action, suit or proceeding, including the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense payment of any such actionfinal, suit non-appealable judgment or proceedings if and to award or the extent that, in the opinion costs of compromise or settlement of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayedLosses.

Indemnity Procedures. Promptly after receipt by an Indemnified Party indemnified person of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party indemnified person shall notify the Indemnifying indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s 's indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying indemnifying Party. Except as stated below, the The Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying indemnifying Party and reasonably satisfactory to the Indemnified Partyindemnified person. If the defendants in any such action include one or more Indemnified Parties indemnified persons and the Indemnifying indemnifying Party and if the Indemnified Party indemnified person reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties indemnified persons which are different from or additional to those available to the Indemnifying indemnifying Party, the Indemnified Party indemnified person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party indemnified person or Indemnified Parties indemnified persons having such differing or additional legal defenses. The Indemnified Party indemnified person shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying indemnifying Party. Notwithstanding the foregoing, the Indemnifying indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party indemnified person and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Partyindemnified person, or there exists a conflict or adversity of interest between the Indemnified Party indemnified person and the Indemnifying indemnifying Party, in such event the Indemnifying indemnifying Party shall pay the reasonable expenses of the Indemnified Partyindemnified person, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Partyindemnified person, which shall not be unreasonably reasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an a Person entitled to indemnity (“Indemnified Party Person”) of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 section 14.1 may apply, the Indemnified Party Person shall notify the Indemnifying indemnifying Interconnection Party of such fact. Any failure of or delay in such notification shall not affect a an Interconnection Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying indemnifying Interconnection Party. Except as stated below, The Indemnified Person shall cooperate with the Indemnifying indemnifying Interconnection Party with respect to the matter for which indemnification is claimed. The indemnifying Interconnection Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying indemnifying Interconnection Party and reasonably satisfactory to the Indemnified PartyPerson. If the defendants in any such action include one or more Indemnified Parties Persons and the Indemnifying indemnifying Interconnection Party and if the Indemnified Party Person reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties Persons which are different from or additional to those available to the Indemnifying indemnifying Interconnection Party, the Indemnified Party Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying indemnifying Interconnection Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party Person or Indemnified Parties Persons having such differing or additional legal defenses. The Indemnified Party Person shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying indemnifying Interconnection Party. Notwithstanding the foregoing, the Indemnifying indemnifying Interconnection Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party Person and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified PartyPerson, or there exists a conflict or adversity of interest between the Indemnified Party Person and the Indemnifying indemnifying Interconnection Party, in such event the Indemnifying indemnifying Interconnection Party shall pay the reasonable expenses of the Indemnified PartyPerson, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified PartyPerson, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. ‌ Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 12.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party indemnified person of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party indemnified person shall notify the Indemnifying Party Interconnection Customer of such fact. Any failure of or delay in such notification shall not affect a Party’s Interconnection Customer's indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying PartyInterconnection Customer. Except as stated below, the Indemnifying Party Interconnection Customer shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party Interconnection Customer and reasonably satisfactory to the Indemnified Partyindemnified person. If the defendants in any such action include one or more Indemnified Parties indemnified persons and the Indemnifying Party Interconnection Customer, and if the Indemnified Party indemnified person reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties indemnified persons which are different from or additional to those available to the Indemnifying PartyInterconnection Customer, the Indemnified Party indemnified person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party Interconnection Customer shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party indemnified person or Indemnified Parties indemnified persons having such differing or additional legal defenses. The Indemnified Party indemnified person shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying PartyInterconnection Customer. Notwithstanding the foregoing, the Indemnifying Party Interconnection Customer (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party indemnified person and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Partyindemnified person, or there exists a conflict or adversity of interest between the Indemnified Party indemnified person and the Indemnifying PartyInterconnection Customer, in such event the Indemnifying Party Interconnection Customer shall pay the reasonable expenses of the Indemnified Partyindemnified person, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Partyindemnified person, which shall not be unreasonably reasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 12.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 17.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more the Indemnified Parties Party and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party indemnified person of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 9.1 may apply, the Indemnified Party indemnified person shall notify the Indemnifying indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s 's indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying indemnifying Party. Except as stated below, the The Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying indemnifying Party and reasonably satisfactory to the Indemnified Partyindemnified person. If the defendants in any such action include one or more Indemnified Parties indemnified persons and the Indemnifying indemnifying Party and if the Indemnified Party indemnified person reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties indemnified persons which are different from or additional to those available to the Indemnifying indemnifying Party, the Indemnified Party indemnified person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party indemnified person or Indemnified Parties indemnified persons having such differing or additional legal defenses. The Indemnified Party indemnified person shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying indemnifying Party. Notwithstanding the foregoing, the Indemnifying indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party indemnified person and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Partyindemnified person, or there exists a conflict or adversity of interest between the Indemnified Party indemnified person and the Indemnifying indemnifying Party, in such event the Indemnifying indemnifying Party shall pay the reasonable expenses of the Indemnified Partyindemnified person, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Partyindemnified person, which shall not be unreasonably reasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 8.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the The Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably reasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by Any indemnified Party submitting an indemnity claim under Section 6.01 or 6.02, as applicable (“Indemnified Party”), shall: (a) promptly notify the indemnifying Party under Section 6.01 or 6.02, as applicable (“Indemnifying Party”), of any such claim in writing and furnish the Indemnifying Party with a copy of each communication, notice or other action relating to the event for which indemnity is sought; provided that no failure to provide such notice of the commencement of any action or administrative or legal proceeding or investigation as pursuant to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party this clause (a) shall notify relieve the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s its indemnification obligation unless obligations, except to the extent such failure or delay is materially prejudicial to prejudices the Indemnifying Party. Except ’s ability to defend or settle the claim; (b) give the Indemnifying Party the authority, information and assistance necessary to defend or settle such suit or proceeding in such a manner as stated belowthe Indemnifying Party shall determine; and (c) give the Indemnifying Party sole control of the defense (including the right to select counsel, at the Indemnifying Party’s expense) and the sole right to compromise and settle such suit or proceeding; provided that, in the case of clause (b) or (c), the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Partynot, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the written consent of the Indemnified Party, compromise or settle any suit or proceeding unless such compromise or settlement (i) is solely for monetary damages (for which the Indemnifying Party shall be responsible), (ii) does not be unreasonably withheldimpose injunctive or other equitable relief against the Indemnified Party and (iii) includes an unconditional release of the Indemnified Party from all liability on claims that are the subject matter of such proceeding. Notwithstanding anything in this ARTICLE VI to the contrary, conditioned with respect to any claim covered by Section 6.01 or delayed6.02, as applicable, the Indemnified Party (in its capacity as such) may participate in the defense at its own expense.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of (a) In the event that any claim or notice of the commencement of any action demand for which an indemnifying party would be liable to an Indemnified Person hereunder is asserted against or administrative or legal proceeding or investigation as sought to which the indemnity provided for in Article 18.1 may applybe collected from an Indemnified Person by a third party (an "Action"), the Indemnified Party Person shall promptly notify the Indemnifying Party indemnifying party of such fact. Any failure Action, specifying the nature of such claim or delay in such notification demand and the amount or the estimated amount thereof to the extent feasible (which estimate the parties agree shall not affect a Party’s indemnification obligation unless be conclusive of the final amount of such claims and demand) (the "Claim Notice"). The failure or delay is materially prejudicial to provide the Claim Notice to the Indemnifying Party. Except as stated below, indemnifying party promptly will not relieve the Indemnifying Party shall indemnifying party of any liability it may have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If Person giving the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available Claim Notice, except to the Indemnifying Party, extent that the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in indemnifying party demonstrates that the defense of such action on its own behalf. In is actually and materially prejudiced by the indemnifying party's failure to give such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defensesClaim Notice promptly. The indemnifying party shall have ten (10) days from the delivery of the Claim Notice (the "Notice Period") to notify the Indemnified Party shall be entitledPerson: (1) whether or not the indemnifying party disputes liability to the Indemnified Person hereunder with respect to such claim or demand; and (2) notwithstanding any such dispute, whether or not the indemnifying party desires, at its sole cost and expense, to participate defend the Indemnified Person against such claim or demand in any which case the indemnifying party shall assume all past and future responsibility for such action, suit or proceeding, action and shall reimburse the defense of which has been assumed by Indemnified Person for all expenses in connection with the Indemnifying PartyAction. Notwithstanding the foregoing, assumption by the Indemnifying Party (i) shall not be entitled to assume and control indemnifying party of the defense of any such actionAction, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party Person shall be permitted to participate in such defense at its cost and its counsel, such action, suit or proceeding involves expense. If the potential imposition of criminal liability on indemnifying person elects to defend the Indemnified PartyPerson, or there exists a conflict or adversity of interest between notice shall be given within the Notice Period, then the indemnifying party will have the right and obligation to defend the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified PartyPerson by appropriate proceedings, which shall not be unreasonably withheld, conditioned or delayedfollowed to a final conclusion.

Indemnity Procedures. Promptly after receipt by an Indemnified Party Person of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party Person shall notify the Indemnifying indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s 's indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying indemnifying Party. Except as stated below, the Indemnifying The indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying indemnifying Party and reasonably satisfactory to the Indemnified PartyPerson. If the defendants in any such action include one or more Indemnified Parties Persons and the Indemnifying indemnifying Party and if the Indemnified Party Person reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties Persons which are different from or additional to those available to the Indemnifying indemnifying Party, the Indemnified Party Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party Person or Indemnified Parties Persons having such differing or additional legal defenses. The Indemnified Party Person shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying indemnifying Party. Notwithstanding the foregoing, the Indemnifying indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party Person and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified PartyPerson, or there exists a conflict or adversity of interest between the Indemnified Party Person and the Indemnifying indemnifying Party, in such event the Indemnifying indemnifying Party shall pay the reasonable expenses of the Indemnified PartyPerson, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified PartyPerson, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 18.2 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the The Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably reasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party Person of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party Person shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the The Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified PartyPerson. If the defendants in any such action include one or more Indemnified Parties Persons and the Indemnifying Party and if the Indemnified Party Person reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties Persons which are different from or additional to those available to the Indemnifying Party, the Indemnified Party Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party Person or Indemnified Parties Persons having such differing or additional legal defenses. The Indemnified Party Person shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party Person and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified PartyPerson, or there exists a conflict or adversity of interest between the Indemnified Party Person and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified PartyPerson, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified PartyPerson, which shall not be unreasonably reasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of (a) In the event that any claim or notice of demand for which an indemnifying party would be liable to an Indemnified Person hereunder is asserted against or sought to be collected from an Indemnified Person by a third party (the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply“Action”), the Indemnified Party Person shall promptly notify the Indemnifying Party indemnifying party of such fact. Any failure Action, specifying the nature of such claim or delay in such notification demand and the amount or the estimated amount thereof to the extent feasible (which estimate shall not affect a Party’s indemnification obligation unless be conclusive of the final amount of such claims and demand) (the “Claim Notice”). The failure or delay is materially prejudicial to provide the Claim Notice to the Indemnifying Party. Except as stated below, indemnifying party promptly will not relieve the Indemnifying Party shall indemnifying party of any liability it may have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If Person giving the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available Claim Notice, except to the Indemnifying Party, extent that the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in indemnifying party demonstrates that the defense of such action on its own behalf. In is prejudiced by the indemnifying party’s failure to give such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defensesClaim Notice promptly. The indemnifying party shall have ten (10) days from the delivery of the Claim Notice (the “Notice Period”) to notify the Indemnified Party shall be entitledPerson, (1) whether or not the indemnifying party disputes liability to the Indemnified Person hereunder with respect to such claim or demand and (2) notwithstanding any such dispute, whether or not the indemnifying party desires, at its sole cost and expense, to participate defend the Indemnified Person against such claim or demand in any which case the indemnifying party shall assume all past and future responsibility for such action, suit or proceeding, action and shall reimburse the defense of which has been assumed by Indemnified Person for all expenses in connection with the Indemnifying PartyAction. Notwithstanding the foregoing, assumption by the Indemnifying Party (i) shall not be entitled to assume and control indemnifying party of the defense of any such actionAction, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, Person shall be permitted to participate in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, defense at its cost and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayedexpense.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more the Indemnified Parties Party and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an the Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly A Person entitled to indemnification pursuant to either Section 10.1 or Section 10.2 will hereinafter be referred to as an “Indemnitee.” A Party obligated to indemnify an Indemnitee hereunder will hereinafter be referred to as an “Indemnitor.” In the event an Indemnitee is seeking indemnification under either Section 10.1 or Section 10.2, the Indemnitee will inform the Indemnitor of a claim as soon as reasonably practicable after receipt by an Indemnified Party of any claim or it receives notice of the commencement claim, it being understood and agreed that the failure by an Indemnitee to give notice of any action or administrative or legal proceeding or investigation a claim as provided in this Section 10.3 will not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to which the indemnity provided for in Article 18.1 may applyextent that such Indemnitor is actually prejudiced as a result of such failure to give notice. The Indemnitee will permit the Indemnitor to assume direction and control of the defense of the claim (including, subject to this Section 10.3, the Indemnified Party shall notify right to settle the Indemnifying Party claim solely for monetary consideration to be paid by the Indemnitor), and, at the Indemnitor’s expense, will co-operate as reasonably requested in the defense of such factthe claim. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall The Indemnitee will have the right to assume retain its own counsel at its own expense; provided that, if the Indemnitor assumes control of such defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party Indemnitee reasonably concludes, based on advice from counsel, that the Indemnitor and if the Indemnified Party reasonably concludes that there may be legal defenses available Indemnitee have conflicting interests with respect to it and/or other Indemnified Parties which are different from such action, suit, proceeding or additional to those available to the Indemnifying Partyclaim, the Indemnified Party shall have Indemnitor will be responsible for the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the reasonable fees and expenses of one additional attorney counsel to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defensesthe Indemnitee solely in connection therewith. The Indemnified Party shall be entitledIndemnitor may not settle such action or claim, at its expenseor otherwise consent to an adverse judgment in such action or claim, to participate in any such action, suit manner which admits liability or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion wrongdoing of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified PartyIndemnitee, or there exists a conflict which would subject the Indemnitee to an injunction, or adversity of interest between if such settlement or judgment would materially diminish or limit or otherwise adversely affect the Indemnified Party and the Indemnifying Partyrights, in such event the Indemnifying Party shall pay the reasonable expenses activities or financial interests of the Indemnified PartyIndemnitee, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the express written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayedIndemnitee.

Indemnity Procedures. Promptly A party seeking indemnity under this Section 14 (Indemnity) shall: (i) promptly after receipt by an Indemnified Party of any claim or receiving notice of the commencement of a claim or litigation for which indemnity may be sought under this Section 14 (Indemnity), give the indemnifying party prompt notice thereof, together with any and all documentation received related to such claim or litigation; (ii) give the indemnifying party full control over the defense and settlement of any claim or litigation for which indemnification is sought under this Section 14 (Indemnity), except to extent such claim involves a proceeding with any Governmental Authority or action by or administrative against any customer of Xxxxxx or legal proceeding Client; and (iii) reasonably cooperate with the indemnifying party, at the indemnifying party’s expense, to facilitate the defense or investigation as settlement of any such claim or litigation; provided, however, that a failure to which comply with the indemnity provided for in Article 18.1 may apply, foregoing procedures shall relieve the Indemnified Party shall notify indemnifying party from its obligation to indemnify solely to the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless extent that such failure or delay is materially prejudicial results in prejudice to the Indemnifying Partyindemnifying party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there The party seeking indemnification may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense or negotiations at its own expense to protect its interests, except to extent such claim involves a proceeding with any Governmental Authority or action by or against any customer of Xxxxxx or Client. The indemnifying party shall not enter into any settlement agreement that impairs the rights or expands the obligations or admits wrongdoing of the party seeking indemnification without the prior consent of such party; provided, however, that the indemnifying party may settle any claim or cause of action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in such claim seeks monetary damages if the opinion indemnifying party agrees to pay such monetary damages and that the other party to this Agreement is not required to admit wrongdoing or is not otherwise negatively impacted by the settlement of the Indemnified Party and its counsel, such claim or cause of action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by Any indemnified party submitting an indemnity claim under Section 7.01 or 7.02, as applicable (“Indemnified Party”), shall: (a) promptly notify the indemnifying Party under Section 7.01 or 7.02, as applicable (“Indemnifying Party”), of any such claim or notice in writing and furnish the Indemnifying Party with a copy of the commencement of any applicable communication, notice or other action or administrative or legal proceeding or investigation as relating to the event for which the indemnity is sought; provided for in Article 18.1 may apply, the Indemnified Party that no failure to provide such notice pursuant to this clause (a) shall notify relieve the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s its indemnification obligation unless obligations, except to the extent such failure or delay is materially prejudicial to prejudices the Indemnifying Party. Except ’s ability to defend or settle the claim; (b) give the Indemnifying Party the authority, information and assistance necessary to defend or settle such suit or proceeding in such a manner as stated belowthe Indemnifying Party shall determine; and (c) give the Indemnifying Party sole control of the defense (including the right to select counsel, at the Indemnifying Party’s expense) and the sole right to compromise and settle such suit or proceeding; provided, however, that in the case of the foregoing clauses (b) and/or (c), the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Partynot, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the written consent of the Indemnified Party, compromise or settle any suit or proceeding unless such compromise or settlement (i) is solely for monetary damages (for which the Indemnifying Party shall be responsible), (ii) does not be unreasonably withheldimpose injunctive or other equitable relief against the Indemnified Party and (iii) includes an unconditional release of the Indemnified Party from all liability on claims that are the subject matter of such proceeding. Notwithstanding anything in this Article VII to the contrary, conditioned with respect to any claim covered by Section 7.01 or delayed7.02, as applicable, the Indemnified Party (in its capacity as such) may participate in the defense at its own expense.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties 50 and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 12.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a SERVICE AGREEMENT NO. 2731 Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. No Consequential Damages. Other than the indemnity obligations set forth in Article 12.1, in no event shall any Party be liable under any provision of this Agreement for any losses, damages, costs or expenses for any special, indirect, incidental, consequential, or punitive damages, including but not limited to loss of profit or revenue, loss of the use of equipment, cost of capital, cost of temporary equipment or services, whether based in whole or in part in contract, in tort, including negligence, strict liability, or any other theory of liability; provided, however, that damages for which a Party may be liable to another Party under separate agreement will not be considered to be special, indirect, incidental, or consequential damages hereunder.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s 's indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the 55 Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an a party entitled to indemnity (“Indemnified Party Person”) of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 section 5.1 may apply, the Indemnified Party Person shall notify the Indemnifying Party indemnifying party(ies) of such fact. Any failure of or delay in such notification shall not affect a Party’s the indemnifying party’s(ies’) indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Partyindemnifying party(ies). Except as stated below, The Indemnified Person shall cooperate with the Indemnifying Party indemnifying party(ies) with respect to the matter for which indemnification is claimed. The indemnifying party(ies) shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party indemnifying party(ies) and reasonably satisfactory to the Indemnified PartyPerson. If the defendants in any such action include one or more Indemnified Parties Persons and the Indemnifying Party indemnifying party(ies) and if the Indemnified Party Person reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties Persons which are different from or additional to those available to the Indemnifying Partyindemnifying party(ies), the Indemnified Party Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party indemnifying party(ies) shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party Person or Indemnified Parties Persons having such differing or additional legal defenses. The Indemnified Party Person shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Partyindemnifying party(ies). Notwithstanding the foregoing, the Indemnifying Party indemnifying party(ies) (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party Person and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified PartyPerson, or there exists a conflict or adversity of interest between the Indemnified Party Person and the Indemnifying Partyindemnifying party(ies), in such event the Indemnifying Party indemnifying party(ies) shall pay the reasonable expenses of the Indemnified PartyPerson, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified PartyPerson, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an a person entitled to indemnity (“Indemnified Party Person”) of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 this Section 12 may apply, the Indemnified Party Person shall notify the Indemnifying Party indemnifying Constructing Entity of such fact. Any failure of or delay in such notification shall not affect a PartyConstructing Entity’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Partyindemnifying Constructing Entity. Except as stated below, The Indemnified Person shall cooperate with the Indemnifying Party indemnifying Constructing Entity with respect to the matter for which indemnification is claimed. The indemnifying Constructing Entity shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party indemnifying Constructing Entity and reasonably satisfactory to the Indemnified PartyPerson. If the defendants in any such action include one or more Indemnified Parties Persons and the Indemnifying Party indemnifying Constructing Entity and if the Indemnified Party Person reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties Persons which are different from or additional to those available to the Indemnifying Partyindemnifying Constructing Entity, the Indemnified Party Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party indemnifying Constructing Entity shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party Person or Indemnified Parties Persons having such differing or additional legal defenses. The Indemnified Party Person shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Partyindemnifying Constructing Entity. Notwithstanding the foregoing, the Indemnifying Party indemnifying Constructing Entity shall not: (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party Person and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified PartyPerson, or there exists a conflict or adversity of interest between the Indemnified Party Person and the Indemnifying Partyindemnifying Constructing Entity, in such event the Indemnifying Party indemnifying Constructing Entity shall pay the reasonable expenses of the Indemnified Party, Person; and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified PartyPerson, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of (a) In the event that any claim or notice of the commencement of any action demand for which an indemnifying party would be liable to an Indemnified Person hereunder is asserted against or administrative or legal proceeding or investigation as sought to which the indemnity provided for in Article 18.1 may applybe collected from an Indemnified Person by a third party (an “Action”), the Indemnified Party Person shall promptly notify the Indemnifying Party indemnifying party of such fact. Any failure Action, specifying the nature of such claim or delay in such notification demand and the amount or the estimated amount thereof to the extent feasible (which estimate the parties agree shall not affect a Party’s indemnification obligation unless be conclusive of the final amount of such claims and demand) (the “Claim Notice”). The failure or delay is materially prejudicial to provide the Claim Notice to the Indemnifying Party. Except as stated below, indemnifying party promptly will not relieve the Indemnifying Party shall indemnifying party of any liability it may have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If Person giving the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available Claim Notice, except to the Indemnifying Party, extent that the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in indemnifying party demonstrates that the defense of such action on its own behalf. In is actually and materially prejudiced by the indemnifying party’s failure to give such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defensesClaim Notice promptly. The indemnifying party shall have ten (10) days from the delivery of the Claim Notice (the “Notice Period”) to notify the Indemnified Party shall be entitledPerson, (1) whether or not the indemnifying party disputes liability to the Indemnified Person hereunder with respect to such claim or demand and (2) notwithstanding any such dispute, whether or not the indemnifying party desires, at its sole cost and expense, to participate defend the Indemnified Person against such claim or demand in any which case the indemnifying party shall assume all past and future responsibility for such action, suit or proceeding, action and shall reimburse the defense of which has been assumed by Indemnified Person for all expenses in connection with the Indemnifying PartyAction. Notwithstanding the foregoing, assumption by the Indemnifying Party (i) shall not be entitled to assume and control indemnifying party of the defense of any such actionAction, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, Person shall be permitted to participate in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, defense at its cost and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayedexpense.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the 38 SERVICE AGREEMENT NO. 2604 consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of If any claim or notice of action is asserted against a party entitled to an indemnity hereunder (as applicable, the commencement of any action or administrative or legal proceeding or investigation as “Indemnified Party”) that would entitle such Indemnified Party to which the indemnity provided for in Article 18.1 may applyindemnification pursuant to this Section 6.1 (a “Proceeding”), the Indemnified Party shall notify will give prompt written notice thereof to the other Party (“Indemnifying Party”); provided, however, that the failure of any Indemnified Party to give timely notice hereunder will not affect its rights to indemnification hereunder, except to the extent that such failure actually prejudices the Indemnifying Party’s ability to defend against such Proceeding. The Indemnifying Party may elect to direct the defense or settlement of any such Proceeding by giving written notice to the Indemnified Party, which election will be effective immediately upon receipt by the Indemnified Party of such written notice of election. The Indemnifying Party will have the right to employ counsel to defend any such Proceeding, or to compromise, settle or otherwise dispose of the same, if the Indemnifying Party deems it advisable to do so, all at the expense of the Indemnifying Party; provided that the Indemnifying Party will not settle, or consent to any entry of judgment in, any Proceeding without obtaining either: (i) an unconditional release of the Indemnified Party from all liability with respect to all claims underlying such factProceeding; or (ii) the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed). Any failure An Indemnified Party will not settle, or consent to any entry of or delay judgment, in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to any Proceeding without obtaining the prior written consent of the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Each Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants Party will fully cooperate with each other in any such action include one or more Indemnified Parties Proceeding and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses will make available to it and/or each other Indemnified Parties which are different from any books or additional to those available to records useful for the Indemnifying Partydefense of any such Proceeding. Notwithstanding the foregoing, in any event, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise (x) participate in the defense and/or settlement of such action on any Proceeding with its own behalf. In such instancescounsel at its own expense, or (y) control, pay or settle any Proceeding which the Indemnifying Party shall only be required have undertaken to pay defend so long as the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, also waive any right to participate in any such action, suit or proceeding, the defense of which has been assumed indemnification therefor by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party indemnified party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as involving the subject matter of the foregoing indemnity provisions, such indemnified party will, if a claim thereof is to be made against the indemnifying party, promptly notify the indemnifying party of the commencement thereof; but the omission to notify the indemnifying party will not relieve it from any liability which it may have to any indemnified party otherwise than hereunder. In case such action is brought against any indemnified party and it notifies the indemnity provided for in Article 18.1 may applyindemnifying party of the commencement thereof, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party indemnifying party shall have the right to participate in, and, to the extent that it may wish, jointly with any other indemnifying party similarly notified, to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If such indemnified party; provided however, that if the defendants in any such action include one or more Indemnified Parties both the indemnified party and the Indemnifying Party indemnifying party and if there is a conflict of interests which would prevent counsel for the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different indemnifying party from or additional to those available to also representing the Indemnifying Partyindemnified party, the Indemnified Party indemnified party or parties shall have the right to select one separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on behalf of such indemnified party or parties. After notice from the indemnifying party to such indemnified party of its own behalf. In such instanceselection so to assume the defense thereof, the Indemnifying Party shall only indemnifying party will not be required liable to pay the fees and expenses of one additional attorney to represent an Indemnified Party such indemnified party for any legal or Indemnified Parties having other expense subsequently incurred by such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate indemnified party in any such action, suit or proceeding, connection with the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoingthereof, the Indemnifying Party unless (i) the indemnified party shall not be entitled to assume and control have employed counsel in accordance with the defense of any such action, suit or proceedings if and to the extent that, in the opinion provisions of the Indemnified Party and its counselpreceding sentence, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) the indemnifying party shall not settle have employed counsel reasonably satisfactory to the indemnified party to represent the indemnified party within a reasonable time after the notice of the commencement of the action and within 15 days after written notice of the indemnified party’s intention to employ separate counsel pursuant to the previous sentence, or (iii) the indemnifying party has authorized the employment of counsel for the indemnified party at the expense of the indemnifying party. No indemnifying party will consent to the 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. The indemnifying party shall give the indemnified party at least 20 days (or such shorter period as shall reasonably be required under the circumstances) notice of any actionproposed settlement, suit or proceeding without the consent together with true and correct copies of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayedany proposed settlement.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of (a) In the event that any claim or notice of the commencement of any action demand for which an indemnifying party would be liable to an Indemnified Person hereunder is asserted against or administrative or legal proceeding or investigation as sought to which the indemnity provided for in Article 18.1 may applybe collected from an Indemnified Person by a third party (an “Action”), the Indemnified Party Person shall promptly notify the Indemnifying Party indemnifying party of such fact. Any failure Action, specifying the nature of such claim or delay in such notification demand and the amount or the estimated amount thereof to the extent feasible (which estimate the parties agree shall not affect a Party’s indemnification obligation unless be conclusive of the final amount of such claims and demand) (the “Claim Notice”). The failure or delay is materially prejudicial to provide the Claim Notice to the Indemnifying Party. Except as stated below, indemnifying party promptly will not relieve the Indemnifying Party shall indemnifying party of any liability it may have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If Person giving the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available Claim Notice, except to the Indemnifying Party, extent that the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in indemnifying party demonstrates that the defense of such action on its own behalf. In is actually and materially prejudiced by the indemnifying party’s failure to give such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defensesClaim Notice promptly. The indemnifying party shall have ten (10) days from the delivery of the Claim Notice (the “Notice Period”) to notify the Indemnified Party shall be entitledPerson: (1) whether or not the indemnifying party disputes liability to the Indemnified Person hereunder with respect to such claim or demand; and (2) notwithstanding any such dispute, whether or not the indemnifying party desires, at its sole cost and expense, to participate defend the Indemnified Person against such claim or demand in any which case the indemnifying party shall assume all past and future responsibility for such action, suit or proceeding, action and shall reimburse the defense of which has been assumed by Indemnified Person for all expenses in connection with the Indemnifying PartyAction. Notwithstanding the foregoing, assumption by the Indemnifying Party (i) shall not be entitled to assume and control indemnifying party of the defense of any such actionAction, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party Person shall be permitted to participate in such defense at its cost and its counsel, such action, suit or proceeding involves expense. If the potential imposition of criminal liability on indemnifying person elects to defend the Indemnified PartyPerson, or there exists a conflict or adversity of interest between notice shall be given within the Notice Period, then the indemnifying party will have the right and obligation to defend the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified PartyPerson by appropriate proceedings, which shall not be unreasonably withheld, conditioned or delayedfollowed to a final conclusion.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of (a) In the event that any claim (“Claim”) is hereafter asserted against or notice of the commencement of arises with respect to any action or administrative or legal proceeding or investigation Indemnitee as to which such Indemnitee may be entitled to indemnification hereunder, such Indemnitee shall promptly (and in any event within sixty (60) days) after such Indemnitee has actual knowledge of the indemnity existence of any event in respect of which indemnification may be sought from the Company (including, without limitation, any inaccuracy of any representation or warranty or breach of any covenant) notify each of the Company in writing thereof (the “Claims Notice”); provided, however, that no delay on the part of the Indemnitee in notifying the Company shall relieve the Company from any obligation hereunder unless (and then solely to the extent) the Company thereby is prejudiced by such delay. The Claims Notice shall describe the Claim in reasonable detail, and shall indicate the amount, if known, or an estimate, if possible, of the losses that have been or may be incurred or suffered by the Indemnitee, and the Company may defend the same or prosecute such action to conclusion or settlement satisfactory to the Indemnitee at its own expense and with counsel of its own selection; provided for in Article 18.1 may applythat, prior to and as a condition to defending such claim, the Company shall first agree to indemnify the Indemnitee from and against any Indemnified Party Liabilities the Indemnitee may suffer resulting from, arising out of, relating to, in the nature of, or caused by the Claim (whether or not otherwise required hereunder and with no reservation of rights). If, within a reasonable time after receipt of said notice or at any time thereafter, the Company shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial have failed to either (i) provide reasonably satisfactory evidence to the Indemnifying PartyIndemnitee of the financial and other wherewithal to defend, or (ii) defend vigorously, the Indemnitee shall have the right, but not the obligation, to undertake the defense of, and to compromise or settle (exercising reasonable business judgment) the claim or other matter on behalf, for the account, and at the risk and expense of the Company. Except as stated belowprovided in the preceding sentence, the Indemnifying Party Indemnitee shall have not compromise or settle the right to assume claim or other matter without the defense thereof with counsel designated by such Indemnifying Party prior written consent of the Company, and reasonably satisfactory to the Indemnified PartyCompany shall not compromise or settle the Claim or matters without the prior written consent of the Indemnitee. If the defendants in any such action include Claim is one or more Indemnified Parties and that cannot by its nature be defended solely by the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying PartyCompany, the Indemnified Party Indemnitee shall have make available all information and assistance that the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and Company may reasonably request: provided that any associated expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed paid by the Indemnifying PartyCompany. Notwithstanding the foregoingExcept as set forth in Section 6.4 below, the Indemnifying Party (i) all indemnification payments shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, made in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayedUnited States Dollars.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of (a) In the event that any claim or notice of the commencement of any action demand for which an indemnifying party would be liable to an Indemnified Person hereunder is asserted against or administrative or legal proceeding or investigation as sought to which the indemnity provided for in Article 18.1 may applybe collected from an Indemnified Person by a third party (an "Action"), the Indemnified Party Person shall promptly notify the Indemnifying Party indemnifying party of such fact. Any failure Action, specifying the nature of such claim or delay in such notification demand and the amount or the estimated amount thereof to the extent feasible (which estimate the parties agree shall not affect a Party’s indemnification obligation unless be conclusive of the final amount of such claims and demand) (the "Claim Notice"). The failure or delay is materially prejudicial to provide the Claim Notice to the Indemnifying Party. Except as stated below, indemnifying party promptly will not relieve the Indemnifying Party shall indemnifying party of any liability it may have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If Person giving the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available Claim Notice, except to the Indemnifying Party, extent that the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in indemnifying party demonstrates that the defense of such action on its own behalf. In is actually and materially prejudiced by the indemnifying party's failure to give such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defensesClaim Notice promptly. The indemnifying party shall have ten (10) days from the delivery of the Claim Notice (the "Notice Period") to notify the Indemnified Party shall be entitledPerson, (1) whether or not the indemnifying party disputes liability to the Indemnified Person hereunder with respect to such claim or demand and (2) notwithstanding any such dispute, whether or not the indemnifying party desires, at its sole cost and expense, to participate defend the Indemnified Person against such claim or demand in any which case the indemnifying party shall assume all past and future responsibility for such action, suit or proceeding, action and shall reimburse the defense of which has been assumed by Indemnified Person for all expenses in connection with the Indemnifying PartyAction. Notwithstanding the foregoing, assumption by the Indemnifying Party (i) shall not be entitled to assume and control indemnifying party of the defense of any such actionAction, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, Person shall be permitted to participate in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, defense at its cost and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayedexpense.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s 's indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the t 75 he Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 12.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an the Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 Section 15.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s 's indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the The Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such the Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more the Indemnified Parties Party and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which that are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit suit, or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit suit, or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit suit, or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such which event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit suit, or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned conditioned, or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of If any claim or action is asserted that would entitle a Moneyline Indemnitee or TalkPoint Indemnitee (each, an "Indemnitee") to indemnification under either of the foregoing Sections 7.1 and 7.2 (a "Proceeding"), the Indemnitee will give written notice thereof to the Party from whom indemnification is sought (the "Indemnitor") promptly (and in any event within fifteen (15) calendar days after the service of the citation or summons); provided that the failure of the Indemnitee to give timely notice hereunder will not affect rights to indemnification hereunder, except to the extent that Indemnitor demonstrates actual damage caused by such failure. Indemnitor may elect to direct the defense or settlement of any such Proceeding by giving written notice to the Indemnitee, which election will be effective immediately upon receipt by the Indemnitee of such written notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such factelection. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall The Indemnitor will have the right to assume the defense thereof with employ counsel designated by such Indemnifying Party and reasonably satisfactory acceptable to the Indemnified PartyIndemnitee to defend any such Proceeding, or to compromise, settle or otherwise dispose of the same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor; provided that the Indemnitor shall not settle, or consent to any entry of judgment in, any Proceeding without obtaining either: (i) an unconditional release of the Indemnitee (and its Affiliates and each of their respective officers, directors and employees) from all liability with respect to all claims underlying such Proceeding; or (ii) the prior written consent of the Indemnitee. If An Indemnitee will not settle, or consent to any entry of judgment, in any Proceeding without obtaining the defendants prior written consent of the Indemnitor. The Parties will fully cooperate with each other in any such action include one or more Indemnified Parties Proceeding and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses shall make available to it and/or each other Indemnified Parties which are different from any books or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control records useful for the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayedProceeding.

Indemnity Procedures. ‌ Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 18.112.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more includes the Indemnified Parties Party and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one an additional attorney to represent an the Indemnified Party or Indemnified Parties having such differing or additional legal defensesParty. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.. 41 SERVICE AGREEMENT NO. 2515

Indemnity Procedures. Promptly after receipt by an Indemnified Party of If any claim or action is asserted that would entitle a Company Indemnitee or Alpex Indemnitee to indemnification pursuant to Section 9.1 or Section 9.2 (a “Proceeding”), the party who seeks indemnification will give written notice thereof to the other party (the “Indemnitor”) promptly (and in any event within fifteen (15) calendar days after the service of the citation or summons); provided, however, that the failure of the party seeking indemnification to give timely notice hereunder will not affect rights to indemnification hereunder, except to the extent that Indemnitor demonstrates actual damage caused by such failure. Indemnitor may elect to direct the defense or settlement of any such Proceeding by giving written notice to the party seeking indemnification, which election will be effective immediately upon receipt by the party seeking indemnification of such written notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such factelection. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall The Indemnitor will have the right to assume the defense thereof with employ counsel designated by such Indemnifying Party and reasonably satisfactory acceptable to the Indemnified Partyparty seeking indemnification to defend any such Proceeding, or to compromise, settle or otherwise dispose of the same, if the Indemnitor deems it advisable to do so, all at the expense of the Indemnitor; provided that the Indemnitor will not settle, or consent to any entry of judgment in, any Proceeding without obtaining either: (i) an unconditional release of the party seeking indemnification (and its Affiliates and its and their respective officers, directors, members, managers, employees, agents, successors and assigns) from all liability with respect to all claims underlying such Proceeding; or (ii) the prior written consent of the party seeking indemnification. If A party seeking indemnification will not settle, or consent to any entry of judgment, in any Proceeding without obtaining the defendants prior written consent of the Indemnitor. The parties will fully cooperate with each other in any such action include one or more Indemnified Parties Proceeding and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses will make available to it and/or each other Indemnified Parties which are different from any books or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control records useful for the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayedProceeding.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified 51 Service Agreement No. 1702 Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. ‌ Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 17.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more morethe Indemnified Parties PartiesParty and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party In the event that the Indemnitee becomes aware of any a claim or notice for which it may be entitled to indemnification hereunder, such Indemnitee will promptly notify the other party (the “Indemnitor”), describing the claim in reasonable detail and indicating the estimated amount, to the extent practicable, of the commencement of any action indemnifiable Loss that the Indemnitee claims it has sustained or administrative or legal proceeding or investigation as may sustain. The Indemnitor, at its sole cost and expense, will have the right, upon written notice to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party Indemnitee delivered within fifteen (15) business days following its receipt of such fact. Any failure notice from the Indemnitee, to retain counsel and conduct the defense of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay the claim while reserving its right to contest the issue of whether it is materially prejudicial liable to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified PartyIndemnitee for any indemnification hereunder. If the defendants in any such action include one or more Indemnified Parties Indemnitor elects to conduct the defense of the claim, the Indemnitee will cooperate fully with respect thereto, and the Indemnifying Party and if costs of any separate counsel retained by the Indemnified Party reasonably concludes that there may Indemnitee will be legal defenses available borne solely by the Indemnitee. In the event the Indemnitor fails to it and/or other Indemnified Parties which are different from or additional to those available respond to the Indemnifying Partywritten notice of a claim, or refuses to retain counsel and conduct the defense of the claim, the Indemnified Party shall have Indemnitee may retain counsel and conduct the defense of the claim, and the Indemnitor will be liable for all reasonable defense costs (including reasonable attorneys’ fees) to the extent the Indemnitor is otherwise obligated hereunder to indemnify the Indemnitee with respect to such claim. In connection with any claim for which the Indemnitor exercises its right hereunder to select separate counsel to assert such legal defenses and to otherwise participate in conduct the defense of such action on its own behalf. In such instancesclaim, the Indemnifying Party shall only Indemnitor will have full authority to make all decisions and determine all actions to be required taken with respect to pay the fees defense and expenses settlement of one additional attorney the claim, including the right to represent an Indemnified Party pay, compromise, settle, or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, otherwise dispose of the claim at its the Indemnitor’s expense, to participate in ; provided that any such actionsettlement will be subject to the prior consent of the Indemnitee, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall will not be entitled unreasonably withheld or delayed, if the settlement involves relief other than or in addition to assume the payment of money. A failure to give timely notice under this Section 5.05 will affect the rights and control the defense obligations of any such action, suit or proceedings if and a party hereunder only to the extent that, as a result of such failure, the party entitled to receive the notice was actually prejudiced as a result of such failure; provided, however, that in no event will a claim for indemnification for breaches of representations and warranties be valid if made after the opinion expiration of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, applicable survival period set forth in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayedSection 5.01.

Indemnity Procedures. Promptly after receipt by an Indemnified Party Person of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party Person shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s 's indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying indemnifying Party. Except as stated below, the The Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified PartyPerson. If the defendants in any such action include one or more Indemnified Parties Persons and the Indemnifying Party and if the Indemnified Party Person reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties Persons which are different from or additional to those available to the Indemnifying Party, the Indemnified Party Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party Person or Indemnified Parties Persons having such differing or additional legal defenses. The Indemnified Party Person shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party Person and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified PartyPerson, or there exists a conflict or adversity of interest between the Indemnified Party Person and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified PartyPerson, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified PartyPerson, which shall not be unreasonably reasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s 's indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the indemnifying Party.‌ The Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. 38 SERVICE AGREEMENT NO. 2654 No Consequential Damages. Other than the indemnity obligations set forth in Article 18.1, in no event shall any Party be liable under any provision of this Agreement for any losses, damages, costs or expenses for any special, indirect, incidental, consequential, or punitive damages, including but not limited to loss of profit or revenue, loss of the use of equipment, cost of capital, cost of temporary equipment or services, whether based in whole or in part in contract, in tort, including negligence, strict liability, or any other theory of liability; provided, however, that damages for which a Party may be liable to another Party under separate agreement will not be considered to be special, indirect, incidental, or consequential damages hereunder.

Indemnity Procedures. Promptly after receipt by With respect to all the indemnity obligations in this Lease for which Xxxxxx is obligated to indemnify an Indemnified Party Indemnitee under this Lease, if an Indemnitee notifies Tenant of any claim or notice of the commencement of any action or claim, demand, action, administrative or legal proceeding proceeding, investigation or allegation (collectively, “Indemnity Proceedings”), Xxxxxx shall assume on behalf of the Indemnitee and conduct with due diligence and in good faith the investigation as to which and defense thereof and the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial response thereto with counsel reasonably satisfactory to the Indemnifying Party. Except as stated belowIndemnitee; provided, however, that the Indemnifying Party Indemnitee shall have the right to assume the defense thereof with be represented by advisory counsel designated by such Indemnifying Party of its own selection and reasonably satisfactory to the Indemnified Party. If the defendants in at its own expense; and provided further, however, that if any such action include one or more Indemnified Parties Indemnity Proceeding involves both Tenant and the Indemnifying Party Indemnitee and if the Indemnified Party reasonably concludes Indemnitee shall have been advised in writing by reputable counsel that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to inconsistent with those available to Tenant, then the Indemnifying Party, the Indemnified Party Indemnitee shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the investigation and defense of and response to such action Indemnity Proceeding on its own behalf, and Tenant shall pay or reimburse the Indemnitee for all reasonable attorneys’ fees incurred by the Indemnitee because of the selection of such separate counsel. In such instancesIf any Indemnity Proceeding arises, the Indemnifying Party shall only be required and Xxxxxx fails to pay the fees assume promptly (and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, event within twenty (20) days after being notified of the Indemnity Proceeding) the defense of the Indemnitee, then the Indemnitee may contest (or settle, with the prior consent of Tenant, which has been assumed consent will not be unreasonably withheld, conditioned, or delayed) the Indemnity Proceeding at Tenant’s expense using counsel selected by the Indemnifying Party. Notwithstanding Indemnitee and, if any such failure by Xxxxxx continues for ninety (90) days or more, may settle or make full payment of any Indemnity Proceeding may be made by the foregoingIndemnitee without Tenant’s consent and without releasing Tenant from any obligations to the Indemnitee under this Lease if, in the advice of counsel to the Indemnitee, the Indemnifying Party settlement or payment is advisable. If the applicable Claim is covered by insurance maintained by Tenant pursuant to this Lease, then (i) shall not be entitled Landlord agrees to assume and control reasonably cooperate with the defense requirements of any such action, suit or proceedings if and the applicable insurance company whose insurance relates to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified PartyClaim, and (ii) shall not settle or consent if Landlord retains its own counsel pursuant to the entry of any judgment in any actionfirst, suit or proceeding without the consent “provided, however” clause above, then Xxxxxx’s obligation to reimburse Landlord for reasonable legal fees and costs incurred by Landlord because of the Indemnified Party, which selection of such separate counsel shall not only be unreasonably withheld, conditioned to the extent covered by such insurance. The provisions of this Section 10.7 will survive the expiration or delayedearlier termination of this Lease.

Indemnity Procedures. Promptly A Person entitled to indemnification pursuant to either Section 9.2 or Section 9.3 will hereinafter be referred to as an "Indemnitee." A Party obligated to indemnify an Indemnitee hereunder will hereinafter be referred to as an "Indemnitor." In the event an Indemnitee is seeking indemnification under either Section 9.2 or Section 9.3, the Indemnitee will inform the Indemnitor of a claim as soon as reasonably practicable after receipt by an Indemnified Party of any claim or it receives notice of the commencement claim, it being understood and agreed that the failure by an Indemnitee to give notice of any action or administrative or legal proceeding or investigation a Third Party claim as provided in this Section 9.4. will not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to which the indemnity provided for in Article 18.1 may applyextent that such Indemnitor is actually prejudiced as a result of such failure to give notice. The Indemnitee will permit the Indemnitor to assume direction and control of the defense of the claim (including, subject to this Section 9.4, the Indemnified Party shall notify right to settle the Indemnifying Party claim solely for monetary consideration), and, at the Indemnitor's expense, will co-operate as reasonably requested in the defense of such factthe claim. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall The Indemnitee will have the right to assume retain its own counsel at its own expense; provided, that, if the Indemnitor assumes control of such defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party Indemnitee reasonably concludes, based on advice from counsel, that the Indemnitor and if the Indemnified Party reasonably concludes that there may be legal defenses available Indemnitee have conflicting interests with respect to it and/or other Indemnified Parties which are different from such action, suit, proceeding or additional to those available to the Indemnifying Partyclaim, the Indemnified Party shall have Indemnitor will be responsible for the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the reasonable fees and expenses of one additional attorney counsel to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defensesthe Indemnitee solely in connection therewith. The Indemnified Party shall be entitledIndemnitor may not settle such action or claim, at its expenseor otherwise consent to an adverse judgment in such action or claim, which would subject the Indemnitee to participate in any an injunction or if such actionsettlement or judgment would materially diminish or limit or otherwise adversely affect the rights, suit activities or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion financial interests of the Indemnified Party and its counselIndemnitee, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the express written consent of the Indemnified PartyIndemnitee; provided, which shall that, the Parties expressly acknowledge that any payment of Tax by a Party will not be unreasonably withheld, conditioned or delayedconstitute the settlement of a Third-Party Claim.

Indemnity Procedures. Promptly after receipt by an Indemnified Party indemnified party under Section 2.05(a) or Section 2.05(b) of any claim or written notice of the commencement of any action or administrative proceeding for which indemnification under Section 2.05(a) or Section 2.05(b) may be requested, such indemnified party shall notify such indemnifying party in writing of the commencement of such action or proceeding; provided, however, that the delay or failure to so notify the indemnifying party shall not relieve the indemnifying party from any obligation or liability except to the extent that the indemnifying party has been materially prejudiced by such delay or failure. In case any such action or proceeding shall be brought against any indemnified party and it shall notify an indemnifying party of the commencement thereof, such indemnifying party shall be entitled to participate therein and, to the extent that it shall determine, jointly with any other indemnifying party similarly notified, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume the defense thereof, such indemnifying party shall not be liable to such indemnified party for any legal or any other expenses subsequently incurred by such indemnified party in connection with the defense thereof other than reasonable costs of investigation; provided, however, that (i) if the indemnifying party fails to take reasonable steps necessary to defend diligently the action or proceeding within twenty (20) days after receiving notice from such indemnified party that the indemnified party believes it has failed to do so; (ii) if such indemnified party who is a defendant in any action or investigation as proceeding which is also brought against the indemnifying party reasonably shall have concluded that there may be one or more legal defenses available to such indemnified party which are not available to the indemnity provided for indemnifying party; or (iii) if representation of both parties by the same counsel is otherwise inappropriate under applicable standards of professional conduct, then, in Article 18.1 may applyany such case, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party indemnified party shall have the right to assume or continue its own defense as set forth above (but with no more than one firm of counsel for all indemnified parties) and the defense thereof with counsel designated by indemnifying party shall be liable for any expenses therefor (including, without limitation, any such Indemnifying Party and reasonably satisfactory to the Indemnified Partyreasonable counsel’s fees). If the defendants in any such action include one indemnifying party is not entitled to, or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Partyelects not to, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in assume the defense of such action on its own behalf. In such instancesa claim, the Indemnifying Party shall only it will not be required obligated to pay the fees and expenses of more than one additional attorney counsel for each indemnified party with respect to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defensesclaim. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall indemnifying party will not be entitled subject to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and liability for any settlement made without its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Partyconsent, which shall not be unreasonably withheld, conditioned or delayed.. No indemnifying party shall, without the prior written consent of the indemnified party (which shall not be unreasonably withheld, conditioned or delayed), compromise or consent to entry of any judgment or enter into any settlement agreement with respect to any action or proceeding in respect of which indemnification is sought under Section 2.05(a) or Section 2.05(b) (whether or not the indemnified party is an actual or potential party thereto), unless such compromise, consent or settlement is solely for monetary damages and includes an unconditional release of the indemnified party from all liability in respect of such claim or litigation, and does not include a statement or admission of fault, culpability or a failure to act, by or on behalf of the indemnified party. 18

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.. 43 SERVICE AGREEMENT NO. 2344

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties 50 SERVICE AGREEMENT NO. 2257 and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 12.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.. 20

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 12.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a SERVICE AGREEMENT NO. 2592 Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. No Consequential Damages. Other than the indemnity obligations set forth in Article 12.1, in no event shall any Party be liable under any provision of this Agreement for any losses, damages, costs or expenses for any special, indirect, incidental, consequential, or punitive damages, including but not limited to loss of profit or revenue, loss of the use of equipment, cost of capital, cost of temporary equipment or services, whether based in whole or in part in contract, in tort, including negligence, strict liability, or any other theory of liability; provided, however, that damages for which a Party may be liable to another Party under separate agreement will not be considered to be special, indirect, incidental, or consequential damages hereunder.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 12.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. No Consequential Damages. Other than the indemnity obligations set forth in Article 12.1, in no event shall any Party be liable under any provision of this Agreement for any losses, damages, costs or expenses for any special, indirect, incidental, consequential, or punitive damages, including but not limited to loss of profit or revenue, loss of the use of equipment, cost of capital, cost of temporary SERVICE AGREEMENT NO. 2598 equipment or services, whether based in whole or in part in contract, in tort, including negligence, strict liability, or any other theory of liability; provided, however, that damages for which a Party may be liable to another Party under separate agreement will not be considered to be special, indirect, incidental, or consequential damages hereunder.

Indemnity Procedures. Promptly after receipt by an If any Buyer Indemnified Party or any Seller Indemnified Party (an “Indemnified Party”) receives notice of any claim or circumstance which could give rise to an indemnified loss, the receiving party shall give written notice to the Party obligated to provide indemnification hereunder (the “Indemnifying Party”) within ten (10) days. The notice must include a description of the commencement indemnification event in reasonable detail, the basis on which indemnification may be due, and the anticipated amount of any action the indemnified loss. This notice shall not estop or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, prevent the Indemnified Party shall notify from later asserting a different basis for indemnification or a different amount of indemnified loss than that indicated in the initial notice. If the Indemnified Party does not provide this notice within the 10-day period, it does not waive any right to indemnification except to the extent that the Indemnifying Party is prejudiced, suffers loss, or incurs expense because of such factthe delay. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the The Indemnifying Party shall have the right to assume the defense thereof of the claim at its own expense with counsel designated chosen by such Indemnifying Party and it that is reasonably satisfactory to the Indemnified Party. The Indemnifying Party shall then control the defense and any negotiations to settle the claim. If within ten (10) days after receiving written notice of the defendants in any such action include one or more Indemnified Parties and indemnification request, the Indemnifying Party and if does not confirm to the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to will defend the Indemnifying Partyclaim, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses assume and to otherwise participate in control the defense, and all defense of such action on its own behalfexpenses incurred by it shall constitute an indemnification loss. In such instances, If the Indemnifying Party shall only be required to pay defends a claim, the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitledmay retain separate counsel, at its sole cost and expense, to participate in any such action, suit or proceeding, (but not control) the defense of which has been assumed by the Indemnifying Partyand to participate in (but not control) any settlement negotiations. Notwithstanding the foregoing, the The Indemnifying Party (i) shall not be entitled to assume and control may settle the defense of any such action, suit claim without the consent or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses agreement of the Indemnified Party, and unless the settlement (iii) shall not settle would result in injunctive relief or consent other equitable remedies or otherwise require the Indemnified Party to the entry of any judgment in any action, suit comply with restrictions or proceeding without the consent of limitations that adversely affect the Indemnified Party, which shall (ii) would require the Indemnified Party to pay amounts that the Indemnifying Party does not be unreasonably withheldfund in full, conditioned or delayed(iii) would not result in the Indemnified Party’s full and complete release from all liability to the plaintiffs or claimants who are parties to or otherwise bound by the settlement.

Indemnity Procedures. Promptly A Person entitled to indemnification pursuant to either Section 10.2 or Section 10.3 will hereinafter be referred to as an “Indemnitee.” A Party obligated to indemnify an Indemnitee hereunder will hereinafter be referred to as an “Indemnitor.” In the event an Indemnitee is seeking indemnification under either Section 10.2 or Section 10.3, the Indemnitee will inform the Indemnitor of a Claim as soon as reasonably practicable after receipt by an Indemnified Party of any claim or it receives notice of the commencement Claim; provided that the failure so to notify the Indemnitor shall not relieve it of any action or administrative or legal proceeding or investigation as liability that it may have to which any Indemnitee hereunder, except to the indemnity provided for in Article 18.1 may apply, extent the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay Indemnitor demonstrates that it is materially prejudicial prejudiced thereby. The Indemnitee will permit the Indemnitor to assume direction and control of the Indemnifying Partydefense of the claim (including the right to settle the Claim solely for monetary consideration), and, at the Indemnitor’s expense, will cooperate as reasonably requested in the defense of the Claim. Except as stated below, the Indemnifying Party shall The Indemnitee will have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on retain its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defensescounsel at its own expense. The Indemnified Party shall be entitledIndemnitor may not settle such Claim, at its expenseor otherwise consent to an adverse judgment in such Claim, that would subject the Indemnitee to participate in any an injunction or if such actionsettlement or judgment would materially diminish or limit or otherwise adversely affect the rights, suit activities or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion financial interests of the Indemnified Party and its counselIndemnitee, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the express written consent of the Indemnified PartyIndemnitee, which consent shall not be unreasonably withheldwithheld or delayed so long as (i) there is no finding or admission of any violation of applicable law or any violation of the rights of any Person, conditioned (ii) the sole relief provided is monetary damages that are paid in full by the Indemnitor, and (iii) the Indemnitee’s rights are not restricted by such settlement or delayedjudgment.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 Section 13.2 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the The Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the an Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably reasonably withheld, conditioned or delayed. .

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of 38 SERVICE AGREEMENT NO. 2599 interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party PartyPerson of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party PartyPerson shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s 's indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying indemnifyingIndemnifying Party. Except as stated below, the The Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified PartyPartyPerson. If the defendants in any such action include one or more Indemnified Parties PartiesPersons and the Indemnifying Party and if the Indemnified Party PartyPerson reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties PartiesPersons which are different from or additional to those available to the Indemnifying Party, the Indemnified Party PartyPerson shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party PartyPerson or Indemnified Parties PartiesPersons having such differing or additional legal defenses. The Indemnified Party PartyPerson shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party PartyPerson and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified PartyPartyPerson, or there exists a conflict or adversity of interest between the Indemnified Party PartyPerson and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified PartyPartyPerson, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified PartyPartyPerson, which shall not be unreasonably unreasonablyreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of If any claim shall be asserted, or notice of the commencement of any action action, suit or administrative other proceeding shall be instituted, by a third party against (i) any Owner Indemnitee or legal proceeding or investigation (ii) any Proinvest Indemnitee (each an “Indemnified Party”) with respect to any occurrence as to which the other party (an “Indemnifying Party”) shall have any indemnity provided for in Article 18.1 may applyobligation under this Agreement, the such Indemnified Party shall promptly notify the Indemnifying Party of the assertion of such fact. Any failure of claim, action, suit or delay in such notification proceeding and shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial tender the defense and, subject to the next succeeding paragraph, settlement or compromise of any such claim, action, suit or proceeding to Indemnifying Party for conduct thereof by Indemnifying Party. Except as stated belowIndemnifying Party shall timely commence and diligently continue such defense, the settlement or compromise at Indemnifying Party’s sole expense. Indemnifying Party shall have the right to assume select counsel, subject to Indemnified Party’s prior written approval, which approval shall not be unreasonably withheld or delayed, for such defense. Should any such claim, action, suit or proceeding result in a final and unappealable judgment, Indemnifying Party shall promptly pay the defense thereof same. Indemnified Party agrees to cooperate with counsel designated by Indemnifying Party to the extent Indemnifying Party may reasonably request such cooperation but at the sole expense of Indemnifying Party. Indemnifying Party shall succeed to and have the benefit of all the defenses, claims and other rights of each Indemnified Party relating to or affecting any obligation or liability of Indemnifying Party under this indemnity, and each Indemnified Party agrees to fully disclose any and all such defenses, claims and other rights to Indemnifying Party and reasonably satisfactory upon request to promptly execute any documents and take any other action (at the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to sole expense of the Indemnifying Party) necessary or desirable to further assure Indemnifying Party the right to the benefit of such defenses, the claims or other rights. Indemnified Party shall have the right (but shall not have the obligation) upon notice to select separate counsel Indemnifying Party, at any time and at its own cost and expense, to assert such legal defenses and to otherwise participate in the defense of any such action on claim, action, suit or proceeding, to be represented by counsel of its own behalf. In such instanceschoice (provided, however, that the Indemnifying Party shall only not be required to pay liable under this subparagraph for the fees and expenses of more than one additional attorney set of counsel for all Indemnified Parties unless a conflict of interest exists between or among Indemnified Parties) and to represent an assert in any such action, suit or proceeding any counterclaims or cross claims Indemnified Party may have. In the event Indemnifying Party fails to timely commence the defense, settlement or Indemnified Parties having such differing or additional legal defenses. The compromise thereof, Indemnified Party shall be entitled, at its expensehave the right (but shall not have the obligation) upon notice to Indemnifying Party and failure of Indemnifying Party to act, to participate defend, settle, compromise or take such other action as Indemnified Party shall deem necessary in connection with any such claim, action, suit or proceeding and, in the event it is determined that Indemnified Party was entitled to be indemnified under this Article X by Indemnifying Party, shall have the right to be indemnified by Indemnifying Party for the entire cost of defense, including attorneys’ fees and disbursements and experts’ fees and expenses (including those incurred in connection with appellate proceedings). Notwithstanding the foregoing, if any party making such claim, or any party to any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled take any action to assume and control the defense of create or impose any such action, suit lien or proceedings if and to the extent that, in the opinion encumbrance on any of the assets of Indemnified Party and its counselin respect of such claim, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the if any judgment shall be entered which would result in Indemnified Party and being obligated to pay the Indemnifying Partysame, in such event the Indemnifying Party shall pay provide such bond, deposit or take such other action as shall be required to prevent the reasonable expenses creation or imposition of the Indemnified Partyany such lien, and (ii) to stay the execution of such judgment pending any appeal or other proceeding prior to final entry thereof. Indemnifying Party shall not have the right to settle or consent to the entry of compromise any judgment in any such claim, action, suit or proceeding without the prior written consent of Indemnified Party provided that, at the time of such settlement or compromise, Indemnifying Party shall satisfy and discharge any and all liability of Indemnified Party resulting therefrom or shall post security reasonably satisfactory to the Indemnified Party to assure the ultimate satisfaction and discharge of such liability and provided that such settlement or compromise shall not require an admission of liability or wrongdoing by Indemnified Party. Except as provided in the preceding sentence, Indemnifying Party shall not settle or compromise any such claim, action, suit or proceeding without the prior written consent of the Indemnified Party, which consent shall not be unreasonably withheld, conditioned withheld or delayed. The failure or delay of Indemnified Party to promptly notify Indemnifying Party of the institution of any claim, action, suit or other proceeding shall not release or otherwise limit the indemnification obligation of Indemnifying Party except to the extent that Indemnifying Party shall be prejudiced by the failure or delay of Indemnified Party to give Indemnifying Party notice of such action, suit or proceeding.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of SERVICE AGREEMENT NO. 2599 interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a 34 SERVICE AGREEMENT NO. 2612 Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party indemnified person of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 8.1 may apply, the Indemnified Party indemnified person shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s 's indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the The Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Partyindemnified person. If the defendants in any such action include one or more Indemnified Parties indemnified persons and the Indemnifying Party and if the Indemnified Party indemnified person reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties indemnified persons which are different from or additional to those available to the Indemnifying Party, the Indemnified Party indemnified person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party indemnified person or Indemnified Parties indemnified persons having such differing or additional legal defenses. The Indemnified Party indemnified person shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party indemnified person and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Partyindemnified person, or there exists a conflict or adversity of interest between the Indemnified Party indemnified person and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Partyindemnified person, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Partyindemnified person, which shall not be unreasonably reasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an The party seeking indemnification hereunder (the “Indemnified Party”) will give the other Party to this Agreement (the “Indemnifying Party”) prompt written notice of any matter upon which the Indemnified Parties intend to base a claim. With respect to the settlement of any claim relating solely to the payment of money damages, which could not result in the Indemnified Parties becoming subject to injunctive or notice other equitable relief or otherwise adversely affect the business of the commencement of Indemnified Parties in any action or administrative or legal proceeding or investigation manner, and as to which the indemnity provided for Indemnifying Party has acknowledged in Article 18.1 may apply, writing its obligation to indemnify the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated belowParties hereunder, the Indemnifying Party shall have the sole right to assume settle or otherwise dispose of such claim, on such terms as the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory shall deem appropriate, provided that Indemnifying Party shall provide reasonable evidence of its ability to pay any damages claimed and, with respect to any such settlement, shall have obtained the written release of the Indemnified PartyParties from the claim. If the defendants in any such action include one or more The Indemnified Parties may participate in such negotiations to protect its interests and the Indemnifying Party and if will provide reasonable assistance to the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available and their counsel at no charge. With respect to the Indemnifying Partysettlement of any claim not relating solely to the payment of money damages, the Indemnified Indemnifying Party shall will have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any actionwith respect to, suit or proceeding without otherwise settle, a claim only with the prior written consent of the Indemnified PartyParties, which shall consent will not be unreasonably withheld, conditioned provided, however, that the Indemnified Parties may withhold consent if any such judgment or delayedsettlement imposes an unreimbursed monetary or continuing non-monetary obligation on such Indemnified Parties or does not include an unconditional release of the Indemnified Parties from all liability with respect to the claim.

Indemnity Procedures. ‌ Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more the Indemnified Parties Party and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or the other Indemnified Parties Party which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party indemnified party of a notice of any third party claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may applyaction, the Indemnified Party shall such indemnified party must (a) notify the Indemnifying Party indemnifying party in writing of any such fact. Any failure of claim; (b) provide the indemnifying party with reasonable assistance to settle or delay in defend such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial claim at the indemnifying party's own expense; and (c) grant to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have indemnifying party the right to assume control the defense thereof with counsel designated by and/or settlement of such Indemnifying Party claim, at the indemnifying party's own expense; provided, however, that (i) the failure to so notify, provide assistance or grant authority and reasonably satisfactory control will only relieve the indemnifying party of its obligation to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available indemnified party to the Indemnifying Partyextent that the indemnifying party is prejudiced thereby; (ii) the indemnifying party will not, without the Indemnified Party shall indemnified party's consent (such consent not to be unreasonably withheld or delayed), agree to any settlement which: (x) makes any admission on behalf of the indemnified party; or (y) consents to an injunction against the indemnified party (except an injunction relating solely to the indemnified party's continued use of any infringing Intellectual Property); and (iii) the indemnified party will have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitledright, at its expense, to participate in any legal proceeding to contest and defend a claim and to be represented by legal counsel of its choosing, but will have no right to settle a claim without the indemnifying party's written consent, such actionconsent not to be unreasonably withheld or delayed, suit or proceedingand (iv) in the event the indemnifying party elects not to assume the control granted pursuant to clause (c) above, the indemnified party will have the right, notwithstanding anything in the preceding clause (iii) to the contrary, to control the defense and/or settlement of which has been assumed by such claim, at the Indemnifying Partyindemnifying party's expense. Notwithstanding the foregoing, the Indemnifying Party (i) The indemnifying party shall not be entitled required to assume and control indemnify the defense of any such action, suit or proceedings if and to indemnified party for the extent that, in the opinion cost of the Indemnified Party and its counselarbitrators' fees, such action, suit or proceeding involves the potential imposition allocation of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, which is set forth in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayedSection 17.

Indemnity Procedures. Promptly after receipt by an (i) If any Party (the “Indemnified Party of any claim or Party”) receives written notice of the commencement of any action Proceeding, or administrative the assertion of any claim by a third party or legal proceeding the imposition of any penalty or investigation as to assessment for which the indemnity provided for in Article 18.1 may applybe sought under Section 1.1(d) or Section 1.1(e) (a “Third-Party Claim”), the such Indemnified Party shall as promptly as reasonably practicable following such Indemnified Party’s receipt of a Third-Party Claim, notify the other Party (the “Indemnifying Party”) of such Third-Party Claim, the amount or the estimated amount of damages sought thereunder to the extent then ascertainable, a reasonably detailed explanation of the events giving rise to such Third-Party Claim and any other material details pertaining thereto, in each case to the extent known (a “Claim Notice”); provided, however, that the failure to timely give a Claim Notice shall not relieve the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial its obligations hereunder, except to the Indemnifying Party. Except as stated below, extent that the Indemnifying Party shall have been actually prejudiced by such failure. The Indemnifying Party shall be entitled to participate in the right defense of such Third-Party Claim and to assume and control the defense thereof thereof, at its sole expense, with counsel designated chosen by such the Indemnifying Party and reasonably satisfactory to the Indemnified PartyParty by providing written notice to the Indemnified Party within 40 days of receiving the Claim Notice with respect to such Third-Party Claim. If the defendants in any such action include one or more Indemnified Parties and Once the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Partyhas properly made such election, the Indemnified Party shall have the right to select participate in (but not control) any such defense and to employ separate counsel to assert of its choosing at such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instancesIndemnified Party’s expense; provided, however, that, if the Indemnifying Party shall only be required is ultimately liable to pay provide indemnification for the Third-Party Claim, the reasonable fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The counsel of the Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed borne by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party if (ix) shall not be entitled upon reasonable advice of outside counsel to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists that a conflict or adversity of interest exists between the Indemnified Party and the Indemnifying Party, in such event Party that cannot be waived or (y) one or more defenses are available to the Indemnified Party that are not also available to the Indemnifying Party shall pay (and cannot be asserted by counsel retained by the reasonable expenses of Indemnifying Party on the Indemnified Party’s behalf). The Indemnifying Party shall be liable for the fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof if the Indemnifying Party is ultimately liable to provide indemnification for the Third-Party Claim. Whether or not the Indemnifying Party assumes the defense of a Third-Party Claim, and (ii) the Indemnified Party shall not settle admit any liability with respect to, settle, compromise or consent to the entry of any judgment in any actiondischarge, suit or proceeding such Third-Party Claim without the Indemnifying Party’s prior written consent of the Indemnified Party, which shall (not to be unreasonably withheld, conditioned or delayed). The Indemnifying Party shall not agree to any settlement, compromise or discharge of any Third-Party Claim for which indemnification is sought hereunder without the Indemnified Party’s prior written consent, except that, if the Indemnifying Party assumes the defense of a Third-Party Claim and is in good faith contesting such Third-Party Claim, the Indemnifying Party may agree to any settlement, compromise or discharge of a Third-Party Claim that by its terms (a) is limited to one or more monetary payments (and does not include any injunctive or similar equitable relief or other restrictions or constraints for the Indemnified Party or any of its Affiliates), (b) obligates the Indemnifying Party to pay the full amount of Damages in connection with such Third-Party Claim, (c) irrevocably and unconditionally releases the Indemnified Party and its Affiliates in connection with such Third-Party Claim, and (d) does not contain any admission of fault, guilt or wrongdoing by the Indemnified Party or any of its Affiliates. The Indemnified Party and the Indemnifying Party shall cooperate in order to ensure the proper and adequate defense of a Third-Party Claim, including by providing reasonable access in accordance with Section 8.1.

Indemnity Procedures. Promptly after receipt by an Indemnified Party Person of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party Person shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s 's indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Party.‌ The Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified PartyPerson. If the defendants in any such action include one or more Indemnified Parties Persons and the Indemnifying Party and if the Indemnified Party Person reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties Persons which are different from or additional to those available to the Indemnifying Party, the Indemnified Party Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party Person or Indemnified Parties Persons having such differing or additional legal defenses. The Indemnified Party Person shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party Person and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified PartyPerson, or there exists a conflict or adversity of interest between the Indemnified Party Person and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified PartyPerson, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified PartyPerson, which shall not be unreasonably reasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and SERVICE AGREEMENT NO. 2611 control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party Person of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party Person shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s 's indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the The Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified PartyPerson. If the defendants in any such action include one or more Indemnified Parties Persons and the Indemnifying Party and if the Indemnified Party Person reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties Persons which are different from or additional to those available to the Indemnifying Party, the Indemnified Party Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party Person or Indemnified Parties Persons having such differing or additional legal defenses. The Indemnified Party Person shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party Person and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified PartyPerson, or there exists a conflict or adversity of interest between the Indemnified Party Person and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, Person; and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified PartyPerson, which shall not be unreasonably reasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an the Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more the Indemnified Parties Party and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an the Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Each Indemnified Party Person shall give prompt written notice to the Company of any claim claim, action, suit or notice proceeding commenced against it in respect of which indemnity may be sought hereunder, but failure to so notify the commencement of Company shall not relieve the Company from any action or administrative or legal proceeding or investigation as to liability which it may have under the indemnity provided for in Article 18.1 may applySection 7.1, unless and to the extent the Company shall have been actually and materially prejudiced by the failure of such Indemnified Person to so notify the Company. Such notice shall describe in reasonable detail such claim. In case any claim, action, suit or proceeding is brought against an Indemnified Person, the Indemnified Party Person shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial be entitled to the Indemnifying Party. Except as stated belowhire, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Partyat its own expense, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense thereof. If the Company so elects within a reasonable time after receipt of notice, the Company may assume the defense of the action or proceeding at the Company’s own expense with counsel chosen by the Company and approved by the Indemnified Person, which approval shall not be unreasonably withheld, and the Indemnified Party may participate in such action on defense at its own behalf. In such instancesexpense; provided, however, that the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party Company will not settle or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitledcompromise any claim, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in with respect to any such pending or threatened claim, action, suit or proceeding without the written consent of the Indemnified PartyPerson unless such settlement, compromise or consent secures the unconditional release of the Indemnified Person from all liabilities arising out of such claim, action, suit or proceeding and requires nothing other than the payment of money by the Company; provided, further, that if the defendants in any such claim, action, suit or proceeding include both the Indemnified Person and the Company and the Indemnified Person reasonably determines, based upon advice of legal counsel, that such claim, action, suit or proceeding involves a conflict of interest (other than one of a monetary nature) that would reasonably be expected to make it inappropriate for the same counsel to represent both the Company and the Indemnified Person, then the Company shall not be entitled to assume the defense of the Indemnified Person and the Indemnified Person shall be entitled to separate counsel at the Company’s expense, which counsel shall be chosen by the Indemnified Person and approved by the Company, which approval shall not be unreasonably withheld; and provided, conditioned further, that it is understood that the Company shall not be liable for the fees, charges and disbursements of more than one separate firm for the Indemnified Persons. If the Company assumes the defense of any claim, action, suit or delayedproceeding, all Indemnified Persons shall thereafter deliver to the Company copies of all notices and documents (including court papers) received by such Indemnified Persons relating to the claim, action, suit or proceeding, and each Indemnified Person shall cooperate in the defense or prosecution of such claim. Such cooperation shall include the retention and (upon the Company’s request) the provision to the Company of records and information that are reasonably available to the Indemnified Party and that are reasonably relevant to such claim, action, suit or proceeding, and making employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder. If the Company is not entitled to assume the defense of such claim, action, suit or proceeding as a result of the second proviso to the fourth sentence of this Section 7.2, the Company’s counsel shall be entitled to conduct the Company’s defense and counsel for the Indemnified Person shall be entitled to conduct the defense of the Indemnified Person, it being understood that both such counsel will cooperate with each other, to the extent feasible in light of the conflict of interest or different available legal defenses, to conduct the defense of such action or proceeding as efficiently as possible. If the Company is not so entitled to assume the defense of such action or does not assume the defense, after having received the notice referred to in the first sentence of this Section 7.2, the Company will pay the reasonable fees and expenses of counsel for the Indemnified Person; in that event, however, the Company will not be liable for any settlement of any claim, action, suit or proceeding effected without the written consent of the Company, which may not be unreasonably withheld, delayed or conditioned. If the Company is entitled to assume, and assumes, the defense of an action or proceeding in accordance with this Section 7.2, the Company shall not be liable for any fees and expenses of counsel for the Indemnified Person incurred thereafter in connection with that action or proceeding except as set forth in the proviso in the fourth sentence of this Section 7.2. Unless and until a final judgment is rendered that an Indemnified Person is not entitled to the costs of defense under the provisions of this Section 7.2, the Company shall reimburse, promptly as they are incurred, the Indemnified Person’s costs of defense. The Company’s obligation to indemnify the Indemnified Persons for Losses hereunder is irrespective of whether the Indemnified Person has itself made payments in respect of such Losses.

Indemnity Procedures. Promptly after receipt by an anthe Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more morethe Indemnified Parties PartiesParty and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an anthe Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. ‌ Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 18.118.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party Person of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party Person shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the The Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified PartyPerson. If the defendants in any such action include one or more Indemnified Parties Persons and the Indemnifying Party and if the Indemnified Party Person reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties Persons which are different from or additional to those available to the Indemnifying Party, the Indemnified Party Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party Person or Indemnified Parties Persons having such differing or additional legal defenses. The Indemnified Party Person shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party Person and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified PartyPerson, or there exists a conflict or adversity of interest between the Indemnified Party Person and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified PartyPerson, and (ii) shall not settle or consent to the entry of any 49 Arizona Public Service Company APS Contract No. 52023 LGIA (Large Generator Interconnection Agreement) judgment in any action, suit or proceeding without the consent of the Indemnified PartyPerson, which shall not be unreasonably reasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the 47 SERVICE AGREEMENT NO. 2356 consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Each Party shall notify the Indemnifying other Party promptly in writing of such fact. Any failure of or delay any matters in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense respect of which the indemnity may apply and of which the notifying Party has been assumed by knowledge in order to allow the Indemnifying Party. Notwithstanding indemnitor the foregoingopportunity to investigate and defend the matter; provided, however, that the Indemnifying Party (i) shall not be entitled failure to assume and control so notify will only relieve the defense indemnitor of any such action, suit or proceedings its obligations under this Clause 6 if and to the extent thatthat the indemnitor is prejudiced thereby. The indemnitor shall have the full opportunity to control the response thereto and the defense thereof, including any agreement relating to the settlement thereof; provided, however, that the indemnitee will have the right to participate in any legal proceeding to contest and defend a Claim for indemnification involving a Third Party and to be represented by legal counsel of its choosing, all at the opinion indemnitee’s cost and expense. However, if the indemnitor fails to promptly assume the defense of the Indemnified CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 24B-2 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. Claim, the Party entitled to indemnification may assume the defense at the indemnitor’s cost and expense. The indemnitor will not be responsible for any settlement or compromise made without its counselconsent, such action, suit or proceeding involves unless the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party indemnitee has tendered notice and the Indemnifying Party, indemnitor has then refused to assume and defend the Claim and it is later determined that the indemnitor was liable to assume and defend the Claim. The indemnitee agrees to cooperate in such event good faith with the Indemnifying Party shall pay indemnitor at the reasonable expenses request and expense of the Indemnified Party, and (ii) indemnitor. Indemnitor shall not settle or consent to the entry of provide indemnitee with at least 5 days prior written notice before making any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayedpayment under this Clause 6.5.

Indemnity Procedures. Promptly after receipt by an Indemnified Party indemnified person of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 10.1 may apply, the Indemnified Party indemnified person shall notify the Indemnifying indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s 's indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying indemnifying Party. Except as stated below, the The Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying indemnifying Party and reasonably satisfactory to the Indemnified Partyindemnified person. If the defendants in any such action include one or more Indemnified Parties indemnified persons and the Indemnifying indemnifying Party and if the Indemnified Party indemnified person reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties indemnified persons which are different from or additional to those available to the Indemnifying indemnifying Party, the Indemnified Party indemnified person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party indemnified person or Indemnified Parties indemnified persons having such differing or additional legal defenses. The Indemnified Party indemnified person shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying indemnifying Party. Notwithstanding the foregoing, the Indemnifying indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party indemnified person and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Partyindemnified person, or there exists a conflict or adversity of interest between the Indemnified Party indemnified person and the Indemnifying indemnifying Party, in such event the Indemnifying indemnifying Party shall pay the reasonable expenses of the Indemnified Partyindemnified person, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Partyindemnified person, which shall not be unreasonably reasonably withheld, conditioned or delayed.

Indemnity Procedures. ‌ Promptly after receipt by an a Person entitled to indemnity (“Indemnified Party Person”) of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 Section 14.1 may apply, the Indemnified Party Person shall notify the Indemnifying indemnifying Interconnection Party of such fact. Any failure of or delay in such notification shall not affect a an Interconnection Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying indemnifying Interconnection Party. Except as stated below, The Indemnified Person shall cooperate with the Indemnifying indemnifying Interconnection Party with respect to the matter for which indemnification is claimed. The indemnifying Interconnection Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying indemnifying Interconnection Party and reasonably satisfactory to the Indemnified PartyPerson. If the defendants in any such action include one or more Indemnified Parties Persons and the Indemnifying indemnifying Interconnection Party and if the Indemnified Party Person reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties Persons which are different from or additional to those available to the Indemnifying indemnifying Interconnection Party, the Indemnified Party Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying indemnifying Interconnection Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party Person or Indemnified Parties Persons having such differing or additional legal defenses. The Indemnified Party Person shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying indemnifying Interconnection Party. Notwithstanding the foregoing, the Indemnifying indemnifying Interconnection Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party Person and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified PartyPerson, or there exists a conflict or adversity of interest between the Indemnified Party Person and the Indemnifying indemnifying Interconnection Party, in such event the Indemnifying indemnifying Interconnection Party shall pay the reasonable expenses of the Indemnified PartyPerson, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified PartyPerson, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 8.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a an Indemnifying Party’s 's indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the The Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties Party and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties Party/ies which are different from or additional to those available to the Indemnifying Party, the Indemnified Party Party/ies shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably reasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of (a) If any claim shall be asserted, or notice of the commencement of any action action, suit or administrative or legal other proceeding or investigation shall be instituted, by a third party against any Indemnitee with respect to any occurrence as to which the other party (the “Indemnifying Party”) shall have any indemnity provided for in Article 18.1 may applyobligation under this Agreement, the Indemnified Party such Indemnitee shall promptly notify the Indemnifying Party of the assertion of such fact. Any failure claim, action, suit or proceeding and shall tender the defense and, subject to this Section 11.4, settlement or compromise of any such claim, action, suit or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial proceeding to the Indemnifying Party for conduct thereof by Indemnifying Party. Except as stated belowThe Indemnifying Party shall timely commence and diligently continue such defense, the settlement or compromise at its sole expense. The Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory select counsel, subject to the Indemnified PartyIndemnitee’s prior written approval, which approval shall not be unreasonably withheld or delayed, for such defense. If the defendants in Should any such action include one claim, action, suit or more Indemnified Parties proceeding result in a final and unappealable judgment, the Indemnifying Party shall promptly pay the same. Each Indemnitee shall cooperate with the Indemnifying Party to the extent the Indemnifying Party may reasonably request such cooperation, but at the sole expense of the Indemnifying Party. The Indemnifying Party shall succeed to and if have the Indemnified benefit of all the defenses, claims and other rights of each Indemnitee relating to or affecting any obligation or liability of the Indemnifying Party reasonably concludes that there may be legal defenses available under this indemnity, and each Indemnitee agrees to it and/or fully disclose any and all such defenses, claims and other Indemnified Parties which are different from or additional to those available rights to the Indemnifying Party and, upon request, to promptly execute any documents and take any other action (at the sole expense of the Indemnifying Party) necessary or desirable to transfer to the Indemnifying Party the right to benefit from such defenses, the Indemnified Party claims or other rights. The Indemnitee shall have the right (but shall not have the obligation), upon notice to select separate counsel the Indemnifying Party at any time and at its own cost and expense, to assert such legal defenses and to otherwise participate in the defense of any such action on claim, action, suit or proceeding, to be represented by counsel of its own behalf. In such instanceschoice (provided, however, that the Indemnifying Party shall only not be required to pay liable under this subparagraph for the fees and expenses of more than one additional attorney counsel for all Indemnitees unless a conflict of interest exists between or among the Indemnitees) and to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate assert in any such action, suit or proceeding, proceeding any counterclaims or cross claims the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayedIndemnitee may have.

Indemnity Procedures. Promptly after receipt by an the Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 Section 13.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s 's indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the The Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such the Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more the Indemnified Parties Party and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which that are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel counsel, to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit suit, or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 12.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an a Person entitled to indemnity (“Indemnified Party Person”) of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 section 6.1 may apply, the Indemnified Party Person shall notify the Indemnifying indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying indemnifying Party. Except as stated below, The Indemnified Person shall cooperate with the Indemnifying indemnifying Party with respect to the matter for which indemnification is claimed. The indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying indemnifying Party and reasonably satisfactory to the Indemnified PartyPerson. If the defendants in any such action include one or more Indemnified Parties Persons and the Indemnifying Party indemnifying Party, and if the Indemnified Party Person reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties Persons which are different from or additional to those available to the Indemnifying indemnifying Party, the Indemnified Party Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party Person or Indemnified Parties Persons having such differing or additional legal defenses. The Indemnified Party Person shall be entitled, at its expense, to participate in any such action, suit suit, or proceeding, the defense of which has been assumed by the Indemnifying indemnifying Party. Notwithstanding the foregoing, the Indemnifying indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit suit, or proceedings if and to the extent that, in the opinion of the Indemnified Party Person and its counsel, such action, suit suit, or proceeding involves the potential imposition of criminal liability on the Indemnified PartyPerson, or there exists a conflict or adversity of interest between the Indemnified Party Person and the Indemnifying indemnifying Party, in such event the Indemnifying indemnifying Party shall pay the reasonable expenses of the Indemnified Party, Person; and (ii) shall not settle or consent to the entry of any judgment in any action, suit suit, or proceeding without the consent of the Indemnified PartyPerson, which shall not be unreasonably withheld, conditioned conditioned, or delayed.

Indemnity Procedures. Promptly after receipt by A person or entity seeking indemnification under Section 5.2 or Section 5.3 (each, an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall "Indemnitee") will notify the Indemnifying Party indemnifying party promptly upon learning of such fact. Any failure of or a Claim, provided that any delay in such notification shall not will affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall indemnifying party's obligations only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent thatit was prejudiced by such delay. The indemnifying party will have sole control over the defense provided it does so diligently, in good faith, and using reasonably experienced counsel with expertise in the opinion relevant field. The Indemnitee will reasonably cooperate in such defense and/or settlement at the indemnifying party's request and expense. The Indemnitee will have the right but not the obligation to participate in such defense at its own expense using its own counsel, provided that such participation does not limit the indemnifying party's control of the Indemnified Party and its counsel, such action, suit or proceeding involves defense. The indemnifying party will not settle any Claim in a manner that imposes any obligation on an Indemnitee (other than the potential imposition payment of criminal liability money by the indemnifying party on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses behalf of the Indemnified Party, and (iiIndemnitee) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Partythat Indemnitee's prior written consent, which shall consent will not be unreasonably withheld. If the Company has notified the Consultant that it is seeking indemnification for a Claim under Section 5.2, conditioned the Company may, in lieu of payment to the Consultant of Fees or delayedExpenses otherwise due under this Agreement, hold such Fees or Expenses in a segregated account until the resolution of the Claim, at which time they will be distributed to the Company to repay any amounts owed to the Company under Section 5.2 and otherwise distributed to the Consultant.

Indemnity Procedures. Promptly after receipt by an Indemnified Party indemnified party hereunder of any claim or notice of the commencement of any action, demand, claim, suit or proceeding, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party hereunder, notify the indemnifying party in writing thereof, but the omission so to notify the indemnifying party shall not relieve it from any liability which it may have to such indemnified party other than under this Section 7(d) and shall only relieve it from any liability which it may have to such indemnified party under this Section 7(d) if and to the extent the indemnifying party is prejudiced by such omission. In case any such action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall be brought against any indemnified party and it shall notify the Indemnifying Party indemnifying party of such fact. Any failure of or delay the commencement thereof, the indemnifying party shall be entitled to participate in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial and, to the Indemnifying Party. Except as stated belowextent it shall wish, the Indemnifying Party shall have the right to assume and undertake the defense thereof with counsel designated satisfactory to such indemnified party, and, after notice from the indemnifying party to such indemnified party of its election so to assume and undertake the defense thereof, the indemnifying party shall not be liable to such indemnified party under this Section 7(d) for any legal expenses subsequently incurred by such Indemnifying Party indemnified party in connection with the defense thereof other than reasonable costs of investigation and reasonably satisfactory to the Indemnified Party. If of liaison with counsel so selected, provided, however, that, if the defendants in any such action include one or more Indemnified Parties both the indemnified party and the Indemnifying Party indemnifying party and if the Indemnified Party indemnifying party shall have reasonably concludes concluded that there may be legal reasonable defenses available to it and/or other Indemnified Parties indemnified party which are different from or additional to those available to the Indemnifying Partyindemnifying party or if the interests of the indemnified party reasonably may be deemed to conflict with the interests of the indemnifying party, the Indemnified Party indemnified parties, as a group, shall have the right to select one separate counsel counsel, reasonably satisfactory to assert the indemnified and indemnifying party, and to assume such legal defenses and otherwise to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay with the reasonable expenses and fees of such separate counsel and other expenses related to such participation to be reimbursed by the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayedindemnifying party as incurred.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 12.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed. No Consequential Damages. Other than the indemnity obligations set forth in Article 12.1, in no event shall any Party be liable under any provision of this Agreement for any losses, damages, costs or expenses for any special, indirect, incidental, consequential, or punitive damages, including but not limited to loss of profit or revenue, loss of the use of equipment, cost of capital, cost of temporary equipment or services, whether based in whole or in part in contract, in tort, including negligence, strict liability, or any other theory of liability; provided, however, that damages for which a Party may be liable to another Party under separate agreement will not be considered to be special, indirect, incidental, or consequential damages hereunder.

Indemnity Procedures. Promptly after receipt by an Indemnified Party Person of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 23.1 may apply, the Indemnified Party Person shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s 's indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the The Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified PartyPerson. If the defendants in any such action include one or more Indemnified Parties Persons and the Indemnifying Party and if the Indemnified Party Person reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties Persons which are different from or additional to those available to the Indemnifying Party, the Indemnified Party Person shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party Person or Indemnified Parties Persons having such differing or additional legal defenses. The Indemnified Party Person shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party Person and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified PartyPerson, or there exists a conflict or adversity of interest between the Indemnified Party Person and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified PartyPerson, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified PartyPerson, which shall not be unreasonably reasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly A Person entitled to indemnification pursuant to either Section 9.1 or Section 9.2 will hereinafter be referred to as an “Indemnitee.” A Party obligated to indemnify an Indemnitee hereunder will hereinafter be referred to as an “Indemnitor.” In the event an Indemnitee is seeking indemnification under either Section 9.1 or Section 9.2, the Indemnitee will inform the Indemnitor of a claim as soon as reasonably practicable after receipt by an Indemnified Party of any claim or it receives notice of the commencement claim, it being understood and agreed that the failure by an Indemnitee to give notice of any action or administrative or legal proceeding or investigation a claim as provided in this Section 9.3 will not relieve the Indemnitor of its indemnification obligation under this Agreement except and only to which the indemnity provided for in Article 18.1 may applyextent that such Indemnitor is actually prejudiced as a result of such failure to give notice. The Indemnitee will permit the Indemnitor to assume direction and control of the defense of the claim (including, subject to this Section 9.3, the Indemnified Party shall notify right to settle the Indemnifying Party claim solely for monetary consideration to be paid by the Indemnitor), and, at the Indemnitor’s expense, will co-operate as reasonably requested in the defense of such factthe claim. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall The Indemnitee will have the right to assume retain its own counsel at its own expense; provided that if the Indemnitor assumes control of such defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party Indemnitee reasonably concludes, based on advice from counsel, that the Indemnitor and if the Indemnified Party reasonably concludes that there may be legal defenses available Indemnitee have conflicting interests with respect to it and/or other Indemnified Parties which are different from such action, suit, proceeding or additional to those available to the Indemnifying Partyclaim, the Indemnified Party shall have Indemnitor will be responsible for the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the reasonable fees and expenses of one additional attorney counsel to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defensesthe Indemnitee solely in connection therewith. The Indemnified Party shall be entitledIndemnitor may not settle such action or claim, at its expenseor otherwise consent to an adverse judgment in such action or claim, to participate in any such action, suit manner which admits liability or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion wrongdoing of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified PartyIndemnitee, or there exists a conflict which would subject the Indemnitee to an injunction, or adversity of interest between if such settlement or judgment would materially diminish or limit or otherwise adversely affect the Indemnified Party and the Indemnifying Partyrights, in such event the Indemnifying Party shall pay the reasonable expenses activities or financial interests of the Indemnified PartyIndemnitee, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the express written consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayedIndemnitee.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a 37 SERVICE AGREEMENT NO. 2663 Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more Indemnified Parties and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.

Indemnity Procedures. Promptly after receipt by an Indemnified Party In the event that the Indemnitee becomes aware of any a claim or notice for which it may be entitled to indemnification hereunder, such Indemnitee will promptly notify the other party (the “Indemnitor”), describing the claim in reasonable detail and indicating the estimated amount, to the extent practicable, of the commencement of any action indemnifiable Loss that the Indemnitee claims it has sustained or administrative or legal proceeding or investigation as may sustain. The Indemnitor, at its sole cost and expense, will have the right, upon written notice to which the indemnity provided for in Article 18.1 may apply, the Indemnified Party shall notify the Indemnifying Party Indemnitee delivered within fifteen (15) business days following its receipt of such fact. Any failure notice from the Indemnitee, to retain counsel and conduct the defense of or delay the claim (which defense shall be undertaken in such notification shall not affect a Party’s indemnification obligation unless such failure or delay good faith and using commercially reasonable efforts), while reserving its right to contest the issue of whether it is materially prejudicial liable to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified PartyIndemnitee for any indemnification hereunder. If the defendants in any such action include one or more Indemnified Parties Indemnitor elects to conduct the defense of the claim, the Indemnitee will cooperate fully with respect thereto, and the Indemnifying Party and if costs of any separate counsel retained by the Indemnified Party reasonably concludes that there may Indemnitee will be legal defenses available borne solely by the Indemnitee. In the event the Indemnitor fails to it and/or other Indemnified Parties which are different from or additional to those available respond to the Indemnifying Partywritten notice of a claim, or refuses to retain counsel and conduct the defense of the claim, the Indemnified Party shall have Indemnitee may retain counsel and conduct the defense of the claim, and the Indemnitor will be liable for all reasonable defense costs (including reasonable attorneys’ fees) to the extent the Indemnitor is otherwise obligated hereunder to indemnify the Indemnitee with respect to such claim. In connection with any claim for which the Indemnitor exercises its right hereunder to select separate counsel to assert such legal defenses and to otherwise participate in conduct the defense of such action on its own behalf. In such instancesclaim, the Indemnifying Party shall only Indemnitor will have full authority to make all decisions and determine all actions to be required taken with respect to pay the fees defense and expenses settlement of one additional attorney the claim, including the right to represent an Indemnified Party pay, compromise, settle, or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, otherwise dispose of the claim at its the Indemnitor’s expense, to participate in ; provided that any such actionsettlement will be subject to the prior consent of the Indemnitee, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall will not be entitled unreasonably withheld or delayed, if the settlement involves relief other than or in addition to assume the payment of money. A failure to give timely notice under this Section 8.05 will affect the rights and control the defense obligations of any such action, suit or proceedings if and a party hereunder only to the extent that, as a result of such failure, the party entitled to receive the notice was actually prejudiced as a result of such failure; provided, however, that in no event will a claim for indemnification be valid if made after the opinion expiration of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, applicable survival period set forth in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayedSection 8.01.

Indemnity Procedures. Promptly after receipt by an Indemnified Party of any claim or notice of the commencement of any action or administrative or legal proceeding or investigation as to which the indemnity provided for in Article 18.1 0 may apply, the Indemnified Party shall notify the Indemnifying Party of such fact. Any failure of or delay in such notification shall not affect a Party’s indemnification obligation unless such failure or delay is materially prejudicial to the Indemnifying Party. Except as stated below, the Indemnifying Party shall have the right to assume the defense thereof with counsel designated by such Indemnifying Party and reasonably satisfactory to the Indemnified Party. If the defendants in any such action include one or more the Indemnified Parties Party and the Indemnifying Party and if the Indemnified Party reasonably concludes that there may be legal defenses available to it and/or other Indemnified Parties which are different from or additional to those available to the Indemnifying Party, the Indemnified Party shall have the right to select separate counsel to assert such legal defenses and to otherwise participate in the defense of such action on its own behalf. In such instances, the Indemnifying Party shall only be required to pay the fees and expenses of one additional attorney to represent an the Indemnified Party or Indemnified Parties having such differing or additional legal defenses. The Indemnified Party shall be entitled, at its expense, to participate in any such action, suit or proceeding, the defense of which has been assumed by the Indemnifying Party. Notwithstanding the foregoing, the Indemnifying Party (i) shall not be entitled to assume and control the defense of any such action, suit or proceedings if and to the extent that, in the opinion of the Indemnified Party and its counsel, such action, suit or proceeding involves the potential imposition of criminal liability on the Indemnified Party, or there exists a conflict or adversity of interest between the Indemnified Party and the Indemnifying Party, in such event the Indemnifying Party shall pay the reasonable expenses of the Indemnified Party, and (ii) shall not settle or consent to the entry of any judgment in any action, suit or proceeding without the consent of the Indemnified Party, which shall not be unreasonably withheld, conditioned or delayed.