Common use of Indemnity Procedures Clause in Contracts

Indemnity Procedures. Any indemnified Party submitting an indemnity claim under Section 14.1 or 14.2, as applicable (“Indemnified Party”), shall: (a) promptly notify the indemnifying Party under Section 14.1 or 14.2, as applicable (“Indemnifying Party”), of 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 pursuant to this Section shall relieve the Indemnifying Party of its indemnification obligations, except to the extent such failure materially prejudices the Indemnifying Party’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 the 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 Sections (b) or (c), the Indemnifying Party shall not, 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 impose 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 Section 14.3, with respect to any claim covered by Section 14.1 or 14.2, as applicable, the Indemnified Party (in its capacity as such) may participate in the defense at its own expense.

Indemnity Procedures. Any indemnified Party submitting an indemnity claim under Section 14.1 7.1 or 14.27.2, as applicable (“Indemnified Party”), shall: (a) promptly notify the indemnifying Party under Section 14.1 7.1 or 14.27.2, as applicable (“Indemnifying Party”), of 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 pursuant to this Section shall relieve the Indemnifying Party of its indemnification obligations, except to the extent such failure materially prejudices the Indemnifying Party’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 the 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 Sections (b) or (c), that the Indemnifying Party shall not, 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 impose injunctive or other equitable relief against the Indemnified Party and Party, (iii) includes an unconditional release of the Indemnified Party from all liability on claims that are the subject matter of such proceeding, and (iv) does not require the Indemnified Party to perform or refrain from performing any action. Notwithstanding anything in this Section 14.37.3, with respect to any claim covered by Section 14.1 7.1 or 14.27.2, as applicable, the Indemnified Party (in its capacity as such) may participate in the defense at its own expense.

Indemnity Procedures. Any indemnified Party submitting an indemnity claim under Section 14.1 11.1 or 14.211.2, as applicable (“Indemnified Party”), shall: (a) promptly notify the indemnifying Party under Section 14.1 11.1 or 14.211.2, as applicable (“Indemnifying Party”), of 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 pursuant to this Section shall relieve the Indemnifying Party of its indemnification obligations, except to the extent such failure materially prejudices the Indemnifying Party’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 the 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 Sections (b) or (c), the Indemnifying Party shall not, 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 impose 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 Section 14.3, with respect to any claim covered by Section 14.1 or 14.2, as applicable, the Indemnified Party (in its capacity as such) may participate in the defense at its own expense.of

Indemnity Procedures. Any indemnified Party submitting an indemnity claim under Section 14.1 6.1 or 14.26.2, as applicable (“Indemnified Party”), shall: (a) promptly notify the indemnifying Party under Section 14.1 6.1 or 14.26.2, as applicable (“Indemnifying Party”), of 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 pursuant to this Section shall relieve the Indemnifying Party of its indemnification obligations, except to the extent such failure materially prejudices the Indemnifying Party’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 the 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 Sections (b) or (c), the Indemnifying Party shall not, 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 impose 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 Section 14.36.3, with respect to any claim covered by Section 14.1 6.1 or 14.26.2, as applicable, the Indemnified Party (in its capacity as such) may participate in the defense at its own expense.

Indemnity Procedures. Any indemnified Party submitting an indemnity claim under Section 14.1 11.1 or 14.211.2, as applicable (“Indemnified Party”), shall: (a) promptly notify the indemnifying Party under Section 14.1 11.1 or 14.211.2, as applicable (“Indemnifying Party”), of 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 pursuant to this Section shall relieve the Indemnifying Party of its indemnification obligations, except to the extent such failure materially prejudices the Indemnifying Party’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 the 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 Sections (b) or (c), the Indemnifying Party shall not, 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 impose 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 Section 14.311.3, with respect to any claim covered by Section 14.1 11.1 or 14.211.2, as applicable, the Indemnified Party (in its capacity as such) may participate in the defense at its own expense.

Indemnity Procedures. Any indemnified All claims for indemnifications by any Indemnified Party submitting an indemnity claim under Section 14.1 9.02 shall be asserted and resolved as set forth in Section 9.03. (a) In the event any claim or 14.2, as applicable demand in respect of which an Indemnified Party might seek indemnity under Section 9.02 is asserted against or sought to be collected from such Indemnified Party by a Third Party (a “Indemnified PartyThird Party Claim”), shallthe Indemnified Party shall promptly deliver a Claim Notice to the Indemnifying Party. The Indemnifying Party shall have the right, but not the obligation, to control the defense of such Third Party Claim, including the right, subject to the remaining provisions of this Section 9.03(a), to settle such Third Party Claim; provided that: (i) in case any Indemnified Party is a Purchaser Indemnitee, such Indemnified Party shall have the right to control the defense and settlement of any such Third Party Claim if the related indemnification claim arises under: (aA) promptly notify the indemnifying Party under Section 14.1 or 14.2, as applicable (“Indemnifying Party”9.02(a)(i) based upon a claim of a breach of Section 2.09(c), Section 2.10 or Section 2.17 and, in any such case, the Third Party Claim relates in whole or in part to the post-Closing operation of the Business; (B) Section 9.02(a)(ii); (C) Section 9.02(a)(v) if such claim investigation or allegation covers periods both before and after the Closing; or (D) Section 9.02(a)(iii) or Section 9.02(a)(vi) if, in writing the reasonable judgment of the Indemnified Party, all or substantially all of the Losses that would be incurred in connection with such Third Party Claim would not be indemnifiable by reason of the limitations set forth in Section 9.02(c)(ii) and/or Section 9.02(c)(iii); (ii) the Third Party Claim could not reasonably be expected to result in the Indemnified Party or any Affiliate thereof entering into a consent decree or becoming subject to injunctive or other non-monetary relief; and (iii) there is no conflict of interest between the Indemnified Party and furnish the Indemnifying Party with respect to such Third Party Claim; and further, provided, that the limitations on an Indemnifying Party’s right to control the defense of a copy of each communication, notice or other action relating Third Party Claim contained in this Section 9.03(a) shall not apply with respect to the event for which indemnity is sought; provided that no failure to provide such notice pursuant to this matter referenced in Section shall relieve 9.02(a)(iv). If the Indemnifying Party is entitled to, and elects to exercise its right to, control the defense and settlement of a Third Party Claim, then: (v) the Indemnifying Party shall diligently defend such Third Party Claim; (w) the Indemnified Party shall have the right to participate in the defense and settlement thereof at its own expense; (x) the Indemnified Party shall cooperate with the Indemnifying Party in the defense and settlement thereof (including providing the Indemnifying Party with reasonable access to the Books and Records and employees of the Spine Entities in connection with the matters for which indemnification obligations, except is sought to the extent such failure materially prejudices the Indemnifying Party reasonably deems necessary); (y) the Indemnified Party shall not, without the Indemnifying Party’s ability to defend prior written consent, admit any liability with respect thereto or settle the claim; (b) give the Indemnifying Party the authority, information and assistance necessary to defend enter into any settlement or settle such suit or proceeding in such a manner as the Indemnifying Party shall determinecompromise thereof; and (cz) 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 Sections (b) or (c), the Indemnifying Party shall not, without the prior written consent of the Indemnified Party (which consent shall not be unreasonably withheld, conditioned or delayed) settle such Third Party Claim unless the sole relief provided in such settlement is monetary in nature and shall be paid in full by the Indemnifying Party (it being understood that any amounts that are not indemnifiable by reason of the limitations set forth in Section 9.02(c) shall not be deemed paid by the Indemnifying Party). If the Indemnifying Party is not entitled to, compromise or settle any suit or proceeding unless declines to exercise its right to, control the defense and settlement of the Third Party Claim, then: (A) the Indemnified Party shall diligently defend such compromise or Third Party Claim and shall keep the Indemnifying Party fully informed of all settlement (i) is solely for monetary damages (for which discussions, and the Indemnifying Party shall have the right to participate therein at its own expense; and (B) the Indemnifying Party shall not be responsibleliable for any settlement thereof entered into without its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed); provided, however, that this clause (iiB) shall not apply to any indemnification claim that arises under Section 9.02(a)(v). (b) In the event any Indemnified Party should have a claim under Section 9.02 against any Indemnifying Party that does not impose injunctive or other equitable relief against the Indemnified involve a Third 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 Section 14.3, with respect to any claim covered by Section 14.1 or 14.2, as applicableClaim, the Indemnified Party (in its capacity as such) may participate in shall promptly deliver an Indemnity Notice to the defense at its own expenseIndemnifying Party.

Indemnity Procedures. Any indemnified In the event that a Party submitting an indemnity claim that is entitled to indemnification under Section 14.1 20(a) or 14.2Section 20(b) of this Agreement, as applicable the case may be (such Party the “Indemnified Party”), shall: ) seeks indemnification from the other Party (a) promptly notify the indemnifying such Party under Section 14.1 or 14.2, as applicable (an “Indemnifying Party”), of such claim the Indemnified Party will (i) inform, in writing and furnish the Indemnifying Party with a copy of each communicationwriting, notice or other action relating to the event for which indemnity is sought; provided that no failure to provide such notice pursuant to this Section shall relieve the Indemnifying Party of its indemnification obligations, except the claim as soon as reasonably practicable after the Indemnified Party receives notice of such claim; (ii) permit the Indemnifying Party to assume direction and control of the extent defense of such failure materially prejudices claim (including the sole right to settle such claim in the Indemnifying Party’s ability to defend sole discretion, provided that any such settlement does not (A) admit any fault or settle negligence on 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 the Indemnifying Party shall determine; and (c) give the Indemnifying Party sole control part of the defense Indemnified Party, (including B) impose any obligation on 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 Sections (b) Indemnified Party or (c), the Indemnifying Party shall not, C) without the prior written consent of the Indemnified PartyParty (which consent shall not unreasonably withheld, compromise conditioned or settle any suit or proceeding unless such compromise or settlement (i) is solely for monetary damages (for which the Indemnifying Party shall be responsibledelayed), (ii) does not impose injunctive or other equitable relief against adversely affect the Indemnified Party and in any way; (iii) includes an unconditional release cooperate as reasonably requested (at the cost and expense of the Indemnified Party from all liability on claims that are Indemnifying Party) in the subject matter defense of such proceedingclaim; and (iv) undertake commercially (at the cost and expense of the Indemnifying Party) reasonable steps to mitigate any loss, damage or expense with respect to such claim. Notwithstanding anything in this Agreement to the contrary, the Indemnifying Party will have no liability under Section 14.320(a) or Section 20(b), of this Agreement, as the case may be, with respect to any claim covered claims settled by Section 14.1 or 14.2, as applicable, the Indemnified Party (in its capacity as such) may participate in without the defense at its own expenseIndemnifying Party’s prior written consent.

Indemnity Procedures. Any indemnified Party submitting an indemnity claim under Section 14.1 or 14.2, as applicable (“An Indemnified Party”), shall: (a) promptly notify the indemnifying Party under Section 14.1 or 14.2, as applicable (“Indemnifying Party”), of such claim in writing and furnish this Agreement shall give to the Indemnifying Party (i) written notice of any legal action as promptly as possible and, in any case, not later than twenty (20) days from its first knowledge thereof; (ii) sole control of the defense of any legal action; and (iii) such assistance, at the Indemnifying Party’s expense, as it may reasonably request to defend or settle such claim. In addition, an Indemnified Party shall not, by any act, admission or acknowledgment, materially prejudice the Indemnifying Party’s ability to satisfactorily defend or settle the claim. The Indemnified Party’s material failure to comply with a copy of each communication, this section or any delay in notice or other action relating to the event for which indemnity is sought; provided Indemnifying Party that no failure materially prejudices its ability to provide such notice pursuant to this Section defend a legal action shall relieve the Indemnifying Party of its indemnification obligationsobligation. Each Indemnified Party will have the right, except at its option, to participate in the extent such failure materially prejudices the Indemnifying Party’s ability to defend settlement or settle defense of the claim; (b) give , with its own counsel and at its own expense. Notwithstanding the Indemnifying Party the authority, information and assistance necessary to defend or settle such suit or proceeding in such a manner as the 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 thatforegoing, in the case event a proposed settlement of Sections (b) or (c), the Indemnifying Party shall not, 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) claim does not impose injunctive or other equitable relief against provide for the Indemnified Party and (iii) includes an unconditional release of the Indemnified Party or requires any admission of fault or guilt, or any payment or other consideration from all liability on claims that are such indemnified party, or any action or loss of right by such Indemnified Party, then in any such instance the subject matter of such proceeding. Notwithstanding anything in this Section 14.3, with respect to any claim covered by Section 14.1 or 14.2, as applicable, Indemnifying Party must first obtain the Indemnified Party (in its capacity as such) may participate in the defense at its own expenseParty’s written consent before entering into any such resolution or settlement agreement, which consent shall not be unreasonably withheld or delayed.

Indemnity Procedures. Any indemnified Party submitting an As a condition to the foregoing indemnity claim under Section 14.1 or 14.2obligations of both Parties, as applicable the indemnifying party (the “Indemnifying Party”) agrees to pay any costs and damages finally awarded (including any settlement amounts) against the party seeking indemnification (the “Indemnified Party”), shallprovided that: the Indemnified Party (a) promptly notify the indemnifying Party under Section 14.1 or 14.2, as applicable (“Indemnifying Party”), of such claim in writing and furnish notifies the Indemnifying Party with a copy promptly, in writing, of each communicationthe action, provided any delay or failure of the Indemnified Party to give prompt notice or other action relating to of any such claim shall not affect the event for which indemnity is sought; provided that no failure to provide such notice pursuant to this Section shall relieve rights of the Indemnifying Indemnified Party of its indemnification obligationshereunder unless, except and only to the extent that, such delay or failure materially prejudices is prejudicial to or otherwise adversely affects the Indemnifying Party’s ability to defend or settle the claim; (b) give provides the Indemnifying Party the authority, all reasonable information and assistance necessary to settle or defend or settle such suit or proceeding in such a manner as the Indemnifying Party shall determine; and action (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 Sections (b) or (c), ) grants the Indemnifying Party shall not, sole authority and control of the defense or settlement of the action provided that no compromise or settlement of any claim admitting liability of or imposing duties of performance or is in any way prejudicial to the Indemnified Party may be effected without the prior written consent of the Indemnified such Party, compromise which consent shall not be unreasonably withheld, conditioned 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 impose injunctive or other equitable relief against the Indemnified Party delayed; and (iiid) includes an unconditional release of shall have the Indemnified Party from all liability on claims that are the subject matter of such proceeding. Notwithstanding anything in this Section 14.3, with respect right to any claim covered by Section 14.1 or 14.2, as applicable, the Indemnified Party (in its capacity as such) may participate in but not to control the defense and/or settlement of any Indemnified Claim with counsel of its choosing at its own expense. The Indemnifying Party agrees to keep the Indemnified Party regularly and completely informed of the status of any claim hereunder.

Indemnity Procedures. Any indemnified A Party submitting an indemnity claim seeking indemnification for a Third-Party Claim under Section 14.1 this Article 9 shall give the Indemnitor written notice of the Third-Party Claim promptly (and in any event no later than fifteen (15) calendar days after the service of the citation or 14.2, as applicable (“Indemnified Party”summons), shall: (a) promptly notify the indemnifying Party under Section 14.1 or 14.2, as applicable (“Indemnifying Party”), of 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 . The failure to provide such give timely notice pursuant as set forth in the immediately preceding sentence will not affect rights to indemnification under this Section shall relieve the Indemnifying Party of its indemnification obligationsAgreement, except to the extent that Indemnitor demonstrates actual damage caused by such failure materially prejudices the Indemnifying Party’s ability failure. Indemnitor may elect 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 the Indemnifying Party shall determine; and (c) give the Indemnifying Party sole control of direct the defense (including or settlement of any such Third-Party Claim by giving written notice to the Party seeking indemnity; such election will be effective immediately upon receipt by the Party seeking indemnity of such written notice of election. The Indemnitor will have the right to select counselemploy counsel reasonably acceptable to the Party seeking indemnity to defend any such Third-Party Claim, or to compromise, settle, or otherwise dispose of the same, if the Indemnitor deems it advisable to do so, all at the Indemnifying PartyIndemnitor’s expense) and , except that the sole right Indemnitor must not settle, or consent to compromise and settle any entry of judgment in, any such suit or proceeding; provided that, in the case of Sections (b) or (c), the Indemnifying Third-Party shall not, Claim without the written consent of the Indemnified Party, compromise or settle any suit or proceeding unless such compromise or settlement obtaining either: (i) is solely for monetary damages (for which the Indemnifying Party shall be responsible), (ii) does not impose injunctive or other equitable relief against the Indemnified Party and (iii) includes an unconditional release of the Party seeking indemnity (and all of its other Indemnified Party Parties) from all liability on claims that are the subject matter of such proceeding. Notwithstanding anything in this Section 14.3, with respect to all claims underlying such Third-Party Claim or (ii) the prior written consent of the Party seeking indemnity. The Parties will fully cooperate with each other and will make available to each other any claim covered by Section 14.1 books or 14.2, as applicable, the Indemnified Party (in its capacity as such) may participate in records useful for the defense at its own expenseof any such Third-Party Claim.

Indemnity Procedures. Any indemnified If a Party submitting an indemnity claim under Section 14.1 entitled to indemnification pursuant to Sections 2(a)(v) or 14.2, as applicable 2(b)(vii) of Exhibit A (the “Indemnified Party”)) becomes aware of any claim, shall: action, suit, investigation, arbitration or other proceeding (aeach an “Action”) promptly notify for which the indemnifying other Party under Section 14.1 or 14.2is obligated to indemnify the Indemnified Party, as applicable the Indemnified Party will give the other Party (the “Indemnifying Party”), ) prompt written notice of such claim in writing Action. Such notice will (i) provide the basis on which indemnification is being asserted and furnish the Indemnifying Party with a copy (ii) be accompanied by copies of each communicationall relevant pleadings, notice or demands, and other action relating papers related to the event for which indemnity is sought; provided that no failure to provide such notice pursuant to this Section shall relieve the Indemnifying Party of its indemnification obligations, except to the extent such failure materially prejudices the Indemnifying Party’s ability to defend or settle the claim; (b) give the Indemnifying Party the authority, information Action and assistance necessary to defend or settle such suit or proceeding in such a manner as the 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 Sections (b) or (c), the Indemnifying Party shall not, without the written consent possession of the Indemnified Party. The Indemnified Party will, compromise or settle any suit or proceeding unless such compromise or settlement to the extent possible under law (i) is solely for monetary damages request the dismissal of the lawsuit on the grounds that it was filed against an improper party (for which the Indemnifying Party shall be responsibleparte ilegítima); or, (ii) in the event such Indemnified Party does not impose injunctive succeed in such attempt, the Indemnified Party will seek to cause the Indemnifying Party to be joined to the law suit (denunciação da lide), according to Articles 70 to 76 of the Brazilian Civil Procedural Code. In the event the Indemnified Party does not succeed in any of the abovementioned attempts, it will actively defend against such Action in a commercially reasonable manner, and shall bear all costs and expenses of the defense of such Action, including legal fees. The Indemnified Party shall be promptly indemnified for any claims, losses, damages and awards (but not any costs and expenses of the defense of such Action, including legal fees) in accordance with the provisions of Sections 2(a)(v) or other equitable relief against 2(b)(vii) of Exhibit A, as applicable. In the event 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 Section 14.3, with respect to any claim covered by Section 14.1 or 14.2, as applicable, the Indemnified Party (in its capacity as such) may participate in the defense at its own expense.the