Common use of Notification of Claim Clause in Contracts

Notification of Claim. Upon receipt of notice of any Claim which may give rise to a right of indemnity from the other party hereto, the party seeking indemnification (the “Indemnified Party”) shall give written notice thereof to the other party, (the “Indemnifying Party”) with a Claim for indemnity. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefore. Promptly after a claim is made for which the Indemnified Party seeks indemnity, the Indemnified Party shall permit the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that; (i) the Indemnified Party will have the right to participate in the defense of any such Claim at its own cost and expense; (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party; and (iii) the Indemnifying Party will, prior to making any settlement, notify the Indemnified Party, in writing, of such settlement offer and subsequently consult with the Indemnified Party as to the terms of such settlement. The Indemnified Party shall have the right, at its election, to release and hold harmless the Indemnifying Party from its obligations hereunder with respect to such Claim and assume the complete defense of the same in return for payment by the Indemnifying Party to the Indemnified Party of the amount of the Indemnifying Party’s settlement offer. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, 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 the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other reasonable expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will have the sole and exclusive right to settle or otherwise dispose of any of the same without the consent of the Indemnifying Party.

Notification of Claim. Upon receipt of notice of any Claim which may give rise Each party entitled to a right of indemnity from the other party hereto, the party seeking indemnification under this Section 8 (the “Indemnified Party”) shall give written notice thereof to the other party, party required to provide indemnification (the “Indemnifying Party”) with a Claim for indemnity. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefore. Promptly promptly after a claim is made for which the such Indemnified Party seeks indemnityhas actual knowledge of any claim as to which indemnity may be sought, the Indemnified Party and shall permit the Indemnifying Party, at its option and expense, Party to assume the complete defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such Claimclaim or litigation, provided that; (i) shall be approved by the Indemnified Party will (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnified Party (together with all other Indemnified Parties that may be represented without conflict by one counsel) shall have the right to participate retain one separate counsel, with the fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding; and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent, but only to the extent, that the Indemnifying Party’s ability to defend against such claim or litigation is impaired as a result of such failure to give notice. No Indemnifying Party, in the defense of any such Claim at its own cost and expense; (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party; and (iii) the Indemnifying Party willclaim or litigation, prior to making any settlement, notify the Indemnified Party, in writing, of such settlement offer and subsequently consult with the Indemnified Party as to the terms of such settlement. The Indemnified Party shall have the right, at its election, to release and hold harmless the Indemnifying Party from its obligations hereunder with respect to such Claim and assume the complete defense of the same in return for payment by the Indemnifying Party to the Indemnified Party of the amount of the Indemnifying Party’s settlement offer. The Indemnifying Party will not, in defense of any such Claimshall, except with the consent of the each Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, include as an unconditional term thereof, thereof the giving by the claimant or plaintiff to the such Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal claim or other reasonable expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will have the sole and exclusive right to settle or otherwise dispose of any of the same without the consent of the Indemnifying Partylitigation.

Notification of Claim. Upon receipt of notice of any Claim which may give rise Each party entitled to a right of indemnity from the other party hereto, the party seeking indemnification under this Section 9 (the “Indemnified Party”) shall give written notice thereof to the other party, party required to provide indemnification (the “Indemnifying Party”) with a Claim for indemnity. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefore. Promptly within ten (10) business days after a claim is made for which the such Indemnified Party seeks indemnityhas actual knowledge of any claim as to which indemnity may be sought, the Indemnified Party and shall permit the Indemnifying Party, at its option and expense, Party to assume the complete defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such Claimclaim or litigation, provided that; (i) shall be approved by the Indemnified Party will (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party’s expense, and that the Indemnifying Party shall provide return notice to the Indemnified Party within ten 10 business days to the effect that such Indemnifying Party shall undertake the indemnification obligation provided for herein; provided, however that the Indemnified Party (together with all other Indemnified Parties that may be represented without conflict by one counsel) shall have the right to participate retain one separate counsel, with the fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding; and provided further-that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent, but only to the extent, that the Indemnifying Party’s ability to defend against such claim or litigation is materially impaired as a result of such failure to give notice. No Indemnifying Party, in the defense of any such Claim at its own cost and expense; (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party; and (iii) the Indemnifying Party willclaim or litigation, prior to making any settlement, notify the Indemnified Party, in writing, of such settlement offer and subsequently consult with the Indemnified Party as to the terms of such settlement. The Indemnified Party shall have the right, at its election, to release and hold harmless the Indemnifying Party from its obligations hereunder with respect to such Claim and assume the complete defense of the same in return for payment by the Indemnifying Party to the Indemnified Party of the amount of the Indemnifying Party’s settlement offer. The Indemnifying Party will not, in defense of any such Claimshall, except with the consent of the each Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, include as an unconditional term thereof, thereof the giving by the claimant or plaintiff to the such Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal claim or other reasonable expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will have the sole and exclusive right to settle or otherwise dispose of any of the same without the consent of the Indemnifying Partylitigation.

Notification of Claim. Upon receipt of notice of 9.3.1 Whenever any Claim which may give rise to a right of indemnity from the other party heretoclaim shall arise for indemnification hereunder, the party seeking indemnification hereunder (the “"Indemnified Party”") shall give written promptly notify the party or parties from whom indemnification is sought (collectively, the "Indemnifying Party") of the claim and, when known, the facts constituting the basis for such claim. In the event of any such claim for indemnification hereunder resulting from or in connection with any claim or legal proceeding by a third party, the notice thereof to the other Indemnifying Party shall specify, if known, the amount of damages asserted by such third party, (the “Indemnifying Party”) with a Claim for indemnity. Such Claim for indemnity shall indicate the nature . 9.3.2 Upon receipt of the Claim and the basis therefore. Promptly after a claim is made for which any such notice from the Indemnified Party seeks indemnityParty, the Indemnified Indemnifying Party shall permit the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided that; (i) the Indemnified Party will have the right be entitled to participate in the defense of such claim, and may assume the defense of such claim if and only if: (i) the Indemnifying Party confirms in writing its obligations to indemnify the Indemnified Party with respect to such claim and the Indemnifying Party posts a bond reasonably acceptable to the Indemnified Party in all respects sufficient to insure payment of all amounts which are indemnifiable hereunder (ii) the Indemnified Party in its good faith discretion does not notify the Indemnifying Party that it has determined a conflict of interest makes separate representation by the Indemnified Party's own counsel advisable, (iii) the claim does not involve a claim for injunctive or other similar equitable relief against the Indemnified Party, and (iv) the claim does not involve any criminal law claim against the Indemnified Party or its directors, officers, employees or agents. The parties acknowledge and agree that in the event the Indemnifying Party has properly assumed the defense of such Claim claim as provided herein, the Indemnified Party shall be entitled to retain its own counsel to participate in the defense of such claim at its own cost and expense; (ii) . No claim shall be settled or compromised without the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party; and (iii) the Indemnifying Party will, prior to making any settlement, notify the Indemnified Party, in writing, of such settlement offer and subsequently consult with the Indemnified Party as to the terms of such settlement. The Indemnified Party shall have the right, at its election, to release and hold harmless the Indemnifying Party from its obligations hereunder with respect to such Claim and assume the complete defense of the same in return for payment by the Indemnifying Party to the Indemnified Party of the amount of the Indemnifying Party’s settlement offer. The Indemnifying Party will not, in defense of any such Claim, except with the written consent of the Indemnified Party, consent other party if such settlement or compromise requires such other party to the entry of make any judgment payment or enter into to take or refrain from taking any settlement which does not include, as an unconditional term thereof, the giving by the claimant action or plaintiff enjoins such other party or subjects it to the Indemnified Party of a release from all liability in respect thereof. After notice other equitable relief or subjects it to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal any potential criminal law claim or other reasonable expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will have the sole and exclusive right to settle or otherwise dispose of any of the same without the consent of the Indemnifying Partyliability.

Notification of Claim. Upon receipt of Each party entitled to indemnification under this SECTION 7 (the "INDEMNIFIED Party") shall give notice of any Claim which may give rise to a right of indemnity from the other party hereto, the party seeking required to provide indemnification (the “Indemnified Party”"INDEMNIFYING PARTY") shall give written notice thereof to the other party, (the “Indemnifying Party”) with a Claim for indemnity. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefore. Promptly promptly after a claim is made for which the such Indemnified Party seeks indemnityhas actual knowledge of any claim as to which indemnity may be sought, the Indemnified Party and shall permit the Indemnifying Party, at its option and expense, Party to assume the complete defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such Claimclaim or litigation, provided that; (i) shall be approved by the Indemnified Party will (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party's expense; PROVIDED, HOWEVER, that the Indemnified Party (together with all other Indemnified Parties that may be represented without conflict by one counsel) shall have the right to participate retain one separate counsel, with the fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding; and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent, but only to the extent, that the Indemnifying Party's ability to defend against such claim or litigation is impaired as a result of such failure to give notice. No Indemnifying Party, in the defense of any such Claim at its own cost and expense; (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party; and (iii) the Indemnifying Party willclaim or litigation, prior to making any settlement, notify the Indemnified Party, in writing, of such settlement offer and subsequently consult with the Indemnified Party as to the terms of such settlement. The Indemnified Party shall have the right, at its election, to release and hold harmless the Indemnifying Party from its obligations hereunder with respect to such Claim and assume the complete defense of the same in return for payment by the Indemnifying Party to the Indemnified Party of the amount of the Indemnifying Party’s settlement offer. The Indemnifying Party will not, in defense of any such Claimshall, except with the consent of the each Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, include as an unconditional term thereof, thereof the giving by the claimant or plaintiff to the such Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal claim or other reasonable expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will have the sole and exclusive right to settle or otherwise dispose of any of the same without the consent of the Indemnifying Partylitigation.

Notification of Claim. Upon (a) Promptly after receipt by the party entitled to indemnification under this Article VI (an “Indemnitee”) of notice of a claim by a third party, such Indemnitee shall, if a claim in respect thereof is to be made against the party obligated to indemnify under CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK. such Section (an “Indemnitor”), give notice within thirty (30) days to the Indemnitor of the commencement thereof. The failure to so notify the Indemnitor shall not relieve it of any Claim which liability that it may have to any Indemnitee except to the extent the Indemnitor demonstrates that the defense of such action is prejudiced thereby. (b) In case any such action shall be brought against an Indemnitee and it shall give rise notice to a right the Indemnitor of indemnity from the other party heretocommencement thereof, the party seeking indemnification (the “Indemnified Party”) Indemnitor shall give written notice thereof be entitled to participate therein and, to the other party, (the “Indemnifying Party”) with a Claim for indemnity. Such Claim for indemnity extent that it shall indicate the nature of the Claim and the basis therefore. Promptly after a claim is made for which the Indemnified Party seeks indemnity, the Indemnified Party shall permit the Indemnifying Party, at its option and expensewish, to assume the complete defense thereof with counsel reasonably satisfactory to such Indemnitee by giving Indemnitee written notice thereof within thirty (30) days. After notice from the Indemnitor to such Indemnitee of its election to so assume the defense thereof, the Indemnitor shall not be liable to such ClaimIndemnitee in connection with the Indemnitee’s attorneys’ fees and other defense costs incurred in the defense thereof, provided that; (i) other than reasonable costs of investigation and preparation for trial. The Indemnitee shall cooperate with the Indemnified Party will Indemnitor in the defense against any asserted liability and, in any event, shall have the right to participate at its own expense in the defense of the asserted liability. (c) If an Indemnitor assumes the defense of such an action: (i) no compromise or settlement thereof may be effected by the Indemnitor without the Indemnitee’s consent (which shall not be unreasonably withheld or delayed) unless: (A) there is no finding or admission of any such Claim at its own cost violation of law or any violation of the rights of any person and expenseno effect on any other claims that may be made against the Indemnitee; and (B) the sole relief provided is monetary damages that are paid in full by the Indemnitor; and (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party; and (iii) the Indemnifying Party will, prior to making any settlement, notify the Indemnified Party, in writing, of such settlement offer and subsequently consult with the Indemnified Party as to the terms of such settlement. The Indemnified Party Indemnitor shall have the right, at its election, to release and hold harmless the Indemnifying Party from its obligations hereunder no liability with respect to such Claim and assume any compromise or settlement thereof effected without the complete defense Indemnitee’s consent (which shall not be unreasonably withheld or delayed), provided that if notice is given to an Indemnitor of the same in return for payment by the Indemnifying Party to the Indemnified Party commencement of the amount of the Indemnifying Party’s settlement offer. The Indemnifying Party will any action and Indemnitor does not, in defense within forty-five (45) days after the Indemnitee’s notice is given, give notice of any such Claim, except with the consent of the Indemnified Party, 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 the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s its election to assume the defense of such Claimthereof, the Indemnifying Party Indemnitor shall be liable bound by any determination made in such action or any compromise or settlement thereof effected by the Indemnitee. (d) Promptly after an Indemnitee has identified a direct claim (i.e., not brought by a third party) under this Article VI, such Indemnitee shall give notice to the Indemnified Party for such legal or other reasonable expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS DOCUMENT. PORTIONS FOR WHICH CONFIDENTIAL TREATMENT IS REQUESTED ARE DENOTED BY AN ASTERISK. Indemnitor of the Indemnifying Partyclaim. As The failure so to those Claims with respect to which notify the Indemnifying Party does Indemnitor shall not elect to assume control of the defense, the Indemnified Party will have the sole and exclusive right to settle or otherwise dispose relieve it of any of liability that it may have to any Indemnitee except to the same without extent the consent of Indemnitor demonstrates that the Indemnifying PartyIndemnitee is prejudiced thereby. (e) All notices given under this Section 6.4 shall be in writing and unless otherwise specified shall be given within thirty (30) days.

Notification of Claim. Upon receipt The Indemnified Party shall promptly notify the Indemnifying Party of notice the existence of any Claim to which may the Indemnifying Party’s indemnification obligations might apply; provided, however, that the failure to give rise to such notice (other than notice of the commencement of a legal proceeding) shall not adversely affect any right of indemnity from indemnification under the other party heretoAgreement. The Indemnifying Party shall be entitled to control the defense of any such legal proceedings, through legal counsel reasonably satisfactory to the party seeking indemnification (the “Indemnified Party”) shall give written notice thereof to , at the other party, (sole expense of the “Indemnifying Party”) with a Claim for indemnity. Such Claim for indemnity shall indicate the nature of the Claim , and the basis therefore. Promptly after a claim is made for which the Indemnified Party seeks indemnity, the Indemnified Party shall permit cooperate and consult with the Indemnifying Party, at its option and expense, to assume Party in the complete defense of such Claim, provided that; (i) the Indemnified Party will Claim and shall have the right right, but not the obligation, to participate in the defense of any such Claim at its own cost and expense; (ii) . If the Indemnifying Party will conduct the defense of any elects not to direct such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party; and (iii) the Indemnifying Party will, prior to making any settlement, notify the Indemnified Party, in writing, of such settlement offer and subsequently consult with the Indemnified Party as to the terms of such settlement. The Indemnified Party shall have the right, at its election, to release and hold harmless the Indemnifying Party from its obligations hereunder with respect to such Claim and assume the complete defense of the same in return for payment by the Indemnifying Party to the Indemnified Party of the amount of the Indemnifying Party’s settlement offer. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, 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 the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other reasonable expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will have the sole and exclusive right right, at its own discretion, to settle or otherwise dispose of any of the same without the consent of direct such defense at the Indemnifying Party’s sole expense. The Indemnifying Party shall have the right to compromise or settle, with the Indemnified Party’s prior written approval (such approval not to be unreasonably withheld), any claim or litigation regarding which it is required to indemnify. If the Indemnified Party refuses to approve any compromise or settlement recommended by the Indemnifying Party which would have concluded such claim or litigation but for the Indemnified Party’s failure to give approval, the Indemnifying Party’s liability to the Indemnified Party hereunder with respect to any such claim or litigation shall not exceed the amount which the Indemnifying Party would have paid pursuant to such proposed compromise or settlement.

Notification of Claim. Upon receipt of Each party entitled to indemnification under this Section 7 (the "Indemnified Party") shall give notice of any Claim which may give rise to a right of indemnity from the other party hereto, the party seeking required to provide indemnification (the “Indemnified Party”) shall give written notice thereof to the other party, (the “"Indemnifying Party”") with a Claim for indemnity. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefore. Promptly promptly after a claim is made for which the such Indemnified Party seeks indemnityhas actual knowledge of any claim as to which indemnity may be sought, the Indemnified Party and shall permit the Indemnifying Party, at its option and expense, Party to assume the complete defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such Claimclaim or litigation, provided that; (i) shall be approved by the Indemnified Party will (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party's expense; provided, however, that the Indemnified Party (together with all other Indemnified Parties that may be represented without conflict by one counsel) shall have the right to participate retain one separate counsel, with the fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding; and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent, but only to the extent, that the Indemnifying Party's ability to defend against such claim or litigation is impaired as a result of such failure to give notice. No Indemnifying Party, in the defense of any such Claim at its own cost and expense; (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party; and (iii) the Indemnifying Party willclaim or litigation, prior to making any settlement, notify the Indemnified Party, in writing, of such settlement offer and subsequently consult with the Indemnified Party as to the terms of such settlement. The Indemnified Party shall have the right, at its election, to release and hold harmless the Indemnifying Party from its obligations hereunder with respect to such Claim and assume the complete defense of the same in return for payment by the Indemnifying Party to the Indemnified Party of the amount of the Indemnifying Party’s settlement offer. The Indemnifying Party will not, in defense of any such Claimshall, except with the consent of the each Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, include as an unconditional term thereof, thereof the giving by the claimant or plaintiff to the such Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal claim or other reasonable expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will have the sole and exclusive right to settle or otherwise dispose of any of the same without the consent of the Indemnifying Partylitigation.

Notification of Claim. Upon receipt of notice of any Claim which may give rise to a right of indemnity from the other party hereto, the The party seeking indemnification (the “Indemnified Party”"Indemnitee"), upon obtaining knowledge of any claim or demand which has given rise to, or could reasonably give rise to, a claim for identification hereunder, shall in writing notify the other party (the "Indemnitor") of such claim, shall give written notice thereof provide the Indemnitor with a copy of such claim or other documents received, and shall otherwise make available to the other Indemnitor all relevant information material to the defense of such claim and within the Indemnitee's possession. Subject to the limitations set forth in Section 11.05, no failure or delay by the Indemnitee in the performance of the foregoing shall reduce or otherwise affect the obligation of the Indemnitor to indemnify and hold the Indemnitee harmless, except to the extent that such failure or delay shall have adversely affected Indemnitor's ability to defend against, settle or satisfy any liability, loss, damage, expense, claim or demand for which Indemnitee is entitled to indemnification hereunder. If the claim or demand set forth in the notice given by Indemnitee is a claim or demand asserted by a third party, Indemnitor shall have thirty (the “Indemnifying Party”30) with a Claim for indemnity. Such Claim for indemnity shall indicate the nature days after receipt of the Claim and the basis therefore. Promptly after a claim is made for which the Indemnified Party seeks indemnity, the Indemnified Party shall permit the Indemnifying Partysuch notice to notify Indemnitee in writing of its election to defend, at its option sole cost and expense, to assume against such claim, either in its own name or in the complete defense name of such Claimthe Indemnitee, provided that; (i) as may be required, and the Indemnified Party will Indemnitee, at its sole cost and expense, shall have the right to participate in such defense. If Indemnitor elects to defend such third party claim or demand, the Indemnitor shall have the right to settle any such claim, except where such settlement would have an adverse effect on the Indemnitee in which case the Indemnitor shall have the right to settle any such claim only after obtaining the written consent of Indemnitee thereto. If the Indemnitor elects not to defend such third party claim or demand or does not defend such third party claim or demand in good faith, the Indemnitee may, at Indemnitor's expense, elect to defend such third party claim or demand; provided, however, that Indemnitee shall not have any obligation to participate in the defense of or defend any such third party claim or demand and Indemnitee's defense of or participation in the defense of any such Claim at its own cost and expense; (ii) third party claim or demand shall not in any way diminish or lessen the Indemnifying Party will conduct obligations of Indemnitor under the defense agreements of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party; and (iii) the Indemnifying Party will, prior to making any settlement, notify the Indemnified Party, in writing, of such settlement offer and subsequently consult with the Indemnified Party as to the terms of such settlementindemnification set forth herein. The Indemnified Party Indemnitor shall have the right, at its election, right to release and hold harmless the Indemnifying Party from its obligations hereunder with respect provide a defense under a reservation of rights regarding entitlement to such Claim and assume the complete defense of the same in return for payment by the Indemnifying Party to the Indemnified Party of the amount of the Indemnifying Party’s settlement offerindemnity. The Indemnifying Party will not, in defense of any such Claim, except with Indemnitee shall not settle or compromise the claim unless (a) it shall first obtain the written consent of the Indemnified PartyIndemnitor, consent to (b) suit shall have been instituted against the entry of any judgment or enter into any settlement which does not includeIndemnitee and the Indemnitor shall have failed, as an unconditional term thereof, after the giving by the claimant or plaintiff to the Indemnified Party lapse of a release from all liability in respect thereof. After reasonable time (not to exceed 20 days) after written notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense it of such Claimsuit, to take action to defend the Indemnifying Party same, or (c) Indemnitor shall be liable have failed to notify Indemnitee in writing of its intention to contest the Indemnified Party for such legal or other reasonable expenses subsequently incurred by claim within twenty (20) days after the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As above notice from Indemnitee to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will have the sole and exclusive right to settle or otherwise dispose of any of the same without the consent of the Indemnifying PartyIndemnitor.

Notification of Claim. Upon receipt If any action or claim shall be asserted against an Indemnified Party in respect of notice of any Claim which indemnity may give rise to a right of indemnity be sought from the other party heretoCorporation pursuant to the provisions hereof, or if any potential claim contemplated by this section shall come to the party seeking indemnification (the “knowledge of an Indemnified Party”) shall give written notice thereof to the other party, (the “Indemnifying Party”) with a Claim for indemnity. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefore. Promptly after a claim is made for which the Indemnified Party seeks indemnity, the Indemnified Party shall permit promptly notify the Indemnifying Corporation in writing of the nature of such action or claim (provided that any failure to so notify shall not affect the Corporation’s liability under this paragraph unless such delay has prejudiced the defence to such claim) and will provide copies of all relevant documentation to the Corporation. The Corporation shall be entitled but not obliged to participate in or assume the defence thereof, provided, however that the defence shall be through legal counsel acceptable to the Indemnified Party, at its option acting reasonably. In addition, the Indemnified Party shall also have the right to employ separate counsel in any such action and expenseparticipate in the defence thereof, to assume and the complete defense fees and expense of such Claim, provided that; counsel shall be paid by the Indemnified Party if (i) the Indemnified Party will have employment thereof has been specifically authorized in writing by the right to participate in the defense of any such Claim at its own cost and expenseCorporation; (ii) the Indemnifying Indemnified Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities has been advised by counsel, that representation of the Corporation and the Indemnified PartyParty by the same counsel would be inappropriate due to actual or potential differing interests between them; and or (iii) the Indemnifying Party willCorporation has failed within a reasonable time after receipt of such written notice to assume the defence of such action or claim. It is understood and agreed that the Corporation shall not in connection with any suit in the same jurisdiction, prior be liable for the legal fees and expenses of more than one separate legal firm to making any settlement, notify represent the Indemnified Party, in writing, of such Parties. Neither party shall effect any settlement offer and subsequently consult with the Indemnified Party as to the terms of such settlement. The Indemnified Party shall have the right, at its election, to release and hold harmless the Indemnifying Party from its obligations hereunder with respect to such Claim and assume the complete defense of the same in return for payment by the Indemnifying Party to the Indemnified Party of the amount of the Indemnifying Party’s settlement offer. The Indemnifying Party will not, in defense of any such Claim, except with action or claim or make any admission of liability without the written consent of the Indemnified Partyother party, such consent not to be unreasonably withheld or delayed. The indemnity hereby provided for shall remain in full force and effect for the entry period specified in Section o hereof and shall not be limited to or affected by any other indemnity in respect 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 the Indemnified Party of a release from all liability matters specified in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other reasonable expenses subsequently incurred this section obtained by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will have the sole and exclusive right to settle or otherwise dispose of from any of the same without the consent of the Indemnifying Partyother person.

Notification of Claim. Upon receipt of notice of any Claim which may give rise Each party entitled to a right of indemnity from the other party hereto, the party seeking indemnification under this Section 6 (the “Indemnified Party”) shall give written notice thereof to the other party, party required to provide indemnification (the “Indemnifying Party”) with a Claim for indemnity. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefore. Promptly promptly after a claim is made for which the such Indemnified Party seeks indemnityhas actual knowledge of any claim as to which indemnity may be sought, the Indemnified Party and shall permit the Indemnifying Party, at its option and expense, Party to assume the complete defense of any such claim or any litigation resulting therefrom, provided that counsel for the Indemnifying Party, who shall conduct the defense of such Claimclaim or litigation, provided that; (i) shall be approved by the Indemnified Party will (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party’s expense; provided, however, that the Indemnified Party (together with all other Indemnified Parties that may be represented without conflict by one counsel) shall have the right to participate retain one separate counsel, with the fees and expenses to be paid by the Indemnifying Party, if representation of such Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between such Indemnified Party and any other party represented by such counsel in such proceeding; and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Agreement, except to the extent, but only to the extent, that the Indemnifying Party’s ability to defend against such claim or litigation is impaired as a result of such failure to give notice. No Indemnifying Party, in the defense of any such Claim at its own cost and expense; (ii) the Indemnifying Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party; and (iii) the Indemnifying Party willclaim or litigation, prior to making any settlement, notify the Indemnified Party, in writing, of such settlement offer and subsequently consult with the Indemnified Party as to the terms of such settlement. The Indemnified Party shall have the right, at its election, to release and hold harmless the Indemnifying Party from its obligations hereunder with respect to such Claim and assume the complete defense of the same in return for payment by the Indemnifying Party to the Indemnified Party of the amount of the Indemnifying Party’s settlement offer. The Indemnifying Party will not, in defense of any such Claimshall, except with the consent of the each Indemnified Party, consent to the entry of any judgment or enter into any settlement which does not include, include as an unconditional term thereof, thereof the giving by the claimant or plaintiff to the such Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal claim or other reasonable expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will have the sole and exclusive right to settle or otherwise dispose of any of the same without the consent of the Indemnifying Partylitigation.

Notification of Claim. Upon receipt of notice of any Claim which may give rise to a right of indemnity from the other party hereto, the The party seeking indemnification (the “Indemnified Party”"Indemnitee"), upon obtaining knowledge of any claim or demand which has given rise to, or could reasonably give rise to, a claim for identification hereunder, shall in writing notify the other party (the "Indemnitor") of such claim, shall give written notice thereof provide the Indemnitor with a copy of such claim or other documents received, and shall otherwise make available to the other Indemnitor all relevant information material to the defense of such claim and within the Indemnitee's possession. Subject to the limitations set forth in Section 11.05, no failure or delay by the Indemnitee in the performance of the foregoing shall reduce or otherwise affect the obligation of the Indemnitor to indemnify and hold the Indemnitee harmless, except to the extent that such failure or delay shall have adversely affected Indemnitor's ability to defend against, settle or satisfy any liability, loss, damage, expense, claim or demand for which Indemnitee is entitled to indemnification hereunder. If the claim or demand set forth in the notice given by Indemnitee is a claim or demand asserted by a third party, Indemnitor shall have thirty (the “Indemnifying Party”30) with a Claim for indemnity. Such Claim for indemnity shall indicate the nature days after receipt of the Claim and the basis therefore. Promptly after a claim is made for which the Indemnified Party seeks indemnity, the Indemnified Party shall permit the Indemnifying Partysuch notice to notify Indemnitee in writing of its election to defend, at its option sole cost and expense, to assume against such claim, either in its own name or in the complete defense name of such Claimthe Indemnitee, provided that; (i) as may be required, and the Indemnified Party will Indemnitee, at its sole cost and expense, shall have the right to participate in such defense. If Indemnitor elects to defend such third party claim or demand, the Indemnitor shall have the right to settle any such claim, except where such settlement would have an adverse effect on the Indemnitee in which case the Indemnitor shall have the right to settle any such claim only after obtaining the written consent of Indemnitee thereto. If the Indemnitor elects not to defend such third party claim or demand or does not defend such third party claim or demand in good faith, the Indemnitee may, at Indemnitor's expense, elect to defend such third party claim or demand; provided, however, that Indemnitee shall not have any obligation to participate in the defense of or defend any such third party claim or demand and Indemnitee's defense of or participation in the defense of any such Claim at its own cost and expense; (ii) third party claim or demand shall not in any way diminish or lessen the Indemnifying Party will conduct obligations of Indemnitor under the defense of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Party; and (iii) the Indemnifying Party will, prior to making any settlement, notify the Indemnified Party, in writing, of such settlement offer and subsequently consult with the Indemnified Party as to the terms of such settlement. The Indemnified Party shall have the right, at its election, to release and hold harmless the Indemnifying Party from its obligations hereunder with respect to such Claim and assume the complete defense of the same in return for payment by the Indemnifying Party to the Indemnified Party of the amount of the Indemnifying Party’s settlement offer. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, 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 the Indemnified Party of a release from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claim, the Indemnifying Party shall be liable to the Indemnified Party for such legal or other reasonable expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will have the sole and exclusive right to settle or otherwise dispose of any of the same without the consent of the Indemnifying Party.agreements of

Notification of Claim. Upon receipt If any action or claim shall be asserted against an Indemnified Party in respect of notice of any Claim which indemnity may give rise to a right of indemnity be sought from the other party heretoCorporation pursuant to the provisions hereof, or if any potential claim contemplated by this section shall come to the party seeking indemnification (the “knowledge of an Indemnified Party”) shall give written notice thereof to the other party, (the “Indemnifying Party”) with a Claim for indemnity. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefore. Promptly after a claim is made for which the Indemnified Party seeks indemnity, the Indemnified Party shall permit promptly notify the Indemnifying Corporation in writing of the nature of such action or claim (provided that any failure to so notify shall not affect the Corporation’s liability under this paragraph unless such delay has prejudiced the defense to such claim) and will provide copies of all relevant documentation to the Corporation. The Corporation shall be entitled but not obliged to participate in or assume the defense thereof, provided, however that the defense shall be through legal counsel acceptable to the Indemnified Party, at its option acting reasonably. In addition, the Indemnified Party shall also have the right to employ separate counsel in any such action and expenseparticipate in the defense thereof, to assume and the complete defense fees and expense of such Claim, provided that; counsel shall be paid by the Corporation if (i) the Indemnified Party will have employment thereof has been specifically authorized in writing by the right to participate in the defense of any such Claim at its own cost and expenseCorporation; (ii) the Indemnifying Indemnified Party will conduct the defense of any such Claim with due regard for the business interests and potential related liabilities has been advised by counsel, that representation of the Corporation and the Indemnified PartyParty by the same counsel would be inappropriate due to actual or potential differing interests between them; and or (iii) the Indemnifying Party will, prior to making any settlement, notify the Indemnified Party, in writing, Corporation has failed within a reasonable time after receipt of such settlement offer and subsequently consult with the Indemnified Party as to the terms of such settlement. The Indemnified Party shall have the right, at its election, to release and hold harmless the Indemnifying Party from its obligations hereunder with respect to such Claim and assume the complete defense of the same in return for payment by the Indemnifying Party to the Indemnified Party of the amount of the Indemnifying Party’s settlement offer. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, 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 the Indemnified Party of a release from all liability in respect thereof. After written notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense of such Claimaction or claim. It is understood and agreed that the Corporation shall not in connection with any suit in the same jurisdiction, the Indemnifying Party shall be liable for the legal fees and expenses of more than one separate legal firm to represent the Indemnified Party Parties. Neither party shall effect any settlement of any such action or claim or make any admission of liability without the written consent of the other party, such consent not to be unreasonably withheld or delayed. The indemnity hereby provided for such legal shall remain in full force and effect for the period specified in Section o hereof and shall not be limited to or affected by any other reasonable expenses subsequently incurred indemnity in respect of any matters specified in this section obtained by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will have the sole and exclusive right to settle or otherwise dispose of from any of the same without the consent of the Indemnifying Partyother person.

Notification of Claim. Upon receipt of notice of any Claim which may give rise to a right of indemnity from the other party hereto, the party A Party seeking indemnification shall: (the a) promptly notify (“Indemnified PartyClaim Notice”) the indemnifying Party as soon as it becomes aware of a claim or suit for which indemnification may be sought pursuant hereto (provided that the failure to give a Claim Notice promptly shall give written notice thereof not prejudice the rights of an indemnified Party except to the other party, (extent that the “Indemnifying Party”) with a Claim for indemnity. Such Claim for indemnity shall indicate failure to give such prompt notice materially adversely affects the nature ability of the Claim and indemnifying Party to defend the basis therefore. Promptly after a claim is made for which the Indemnified Party seeks indemnity, the Indemnified Party shall permit the Indemnifying Party, at its option and expense, to assume the complete defense of such Claim, provided thator suit); (ib) cooperate with the Indemnified indemnifying Party will have the right to participate in the defense of any such claim or suit, at the expense of the indemnifying Party; and (c) if the indemnifying Party confirms in writing to the indemnified Party its intention to defend such claim or suit within ten (10) days after receipt of the Claim at its own cost Notice, permit the indemnifying Party to control the defense of such claim or suit, including without limitation the right to select defense counsel; provided that if the indemnifying Party fails to (i) provide such confirmation in writing within the ten (10) day period; or (ii) diligently [***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is both (i) not material and expense; (ii) the Indemnifying Party will conduct type that the defense of Registrant treats as private or confidential. and reasonably defend such suit or claim at any such Claim with due regard for time, its right to defend the business interests and potential related liabilities of the Indemnified Party; and claim or suit shall terminate immediately upon ten (iii10) the Indemnifying Party will, prior to making any settlement, notify the Indemnified Party, in writing, of such settlement offer and subsequently consult with the Indemnified Party as to the terms of such settlement. The Indemnified Party shall have the right, at its election, to release and hold harmless the Indemnifying Party from its obligations hereunder with respect to such Claim and assume the complete defense of the same in return for payment by the Indemnifying Party to the Indemnified Party of the amount of the Indemnifying Party’s settlement offer. The Indemnifying Party will not, in defense of any such Claim, except with the consent of the Indemnified Party, 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 the Indemnified Party of a release from all liability in respect thereof. After days’ written notice to the Indemnified indemnifying Party of and the Indemnifying Party’s election to indemnified Party may assume the defense of such Claimclaim or suit [***]. In no event, however, may the Indemnifying indemnifying Party [***]. Seres shall be liable to promptly notify Bacthera in writing if it receives or is notified of a formal written claim from a third party that Seres Information and/or Seres Intellectual Property or that the Indemnified Party use by Bacthera thereof for such legal the provision of the Manufacturing process infringes, misappropriates or violates (as the case may be) any proprietary or Intellectual Property or other reasonable expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will have the sole and exclusive right to settle or otherwise dispose rights of any of the same without the consent of the Indemnifying Partythird party.

Notification of Claim. Upon Promptly after receipt by an indemnified party of notice of any Claim which may give rise to a right claim or the commencement of indemnity from the other party heretoany action or proceeding, the indemnified party seeking indemnification (will, if a claim in respect thereof is to be made against the “Indemnified Party”) shall give written notice thereof indemnifying party, notify the indemnifying party in writing of the claim or the commencement of that action or proceeding; provided, however, that the failure to notify the indemnifying party will not relieve it from any liability that it may have to the other indemnified party except to the extent it was actually damaged or suffered any loss or incurred any additional expense as a result thereof. If any such claim or action or proceeding is brought against an indemnified party, (and it notifies the “Indemnifying Party”) with a Claim for indemnity. Such Claim for indemnity shall indicate the nature of the Claim and the basis therefore. Promptly after a claim is made for which the Indemnified Party seeks indemnityindemnifying party thereof, the Indemnified Party shall permit the Indemnifying Party, at its option and expense, indemnifying party will be entitled to assume the complete defense thereof with counsel selected by the indemnifying party and reasonably satisfactory to the indemnified party. After notice from the indemnifying party to the indemnified party of its election to assume the defense of such Claimclaim or action or proceeding, provided that(a) the indemnifying party diligently will defend the indemnified party against such claim or action or proceeding, (b) the indemnifying party will not be liable to the indemnified party for any legal or other related expense subsequently incurred by the indemnified party in connection with the defense thereof other than costs of investigation and the indemnified party shall be entitled to participation in such defense at its own expense, (c) the indemnifying party will not be liable for the costs and expenses of any settlement of such claim or action unless such settlement was effected with the written consent of the indemnifying party (which consent shall not unreasonably withhold) or the indemnified party waived any rights to indemnification hereunder in writing, in which case the indemnified party may effect a settlement without such consent, and (d) the indemnified party will be obligated reasonably to cooperate with, and at the sole expense of, the indemnifying party in the investigation of such claim or action or proceeding; provided, however, that the indemnified party may employ its own counsel if (i) the Indemnified Party will have indemnifying party fails to notify the right to participate indemnified party in writing, within 15 days after the defense indemnified party has given notice of any the action or proceeding, of its assumption of the defence of such Claim at its own cost and expense; claim, action or proceeding, (ii) the Indemnifying Party will conduct indemnifying party fails, or ceases, to defend diligently the defense claim, action or proceeding within 15 days after receiving notice of any such Claim with due regard for the business interests and potential related liabilities of the Indemnified Partyfailure, or cessation, from such indemnified party; and (iii) such indemnified party reasonably shall have concluded (upon advice of its counsel) that there may be one or more legal defences available to such indemnified party or other indemnified parties which may not be asserted on their behalf by the Indemnifying Party will, prior to making any settlement, notify indemnifying party; or (iv) the Indemnified Partyindemnified party shall have been advised by its counsel in writing that, in writing, the reasonable judgment of such settlement offer and subsequently consult with the Indemnified Party as counsel, it is advisable for such indemnified party to be represented by separate counsel due to the terms presence of actual or potential conflicts of interest, and in any such event the fees and expenses of such settlement. The Indemnified Party shall have the right, at its election, to release and hold harmless the Indemnifying Party from its obligations hereunder with respect to such Claim and assume the complete defense of the same in return for payment separate counsel will also be paid by the Indemnifying Party to Company; provided that the Indemnified Party Company shall not be liable for the reasonable fees and expenses of more than one separate counsel at any time for the amount Holders and their related indemnified parties and one separate counsel for the underwriters (or other securities industry professionals described in the last sentence of Section 8.1, as the Indemnifying Party’s settlement offercase may be) and their related indemnified parties (and, in each case, separate local counsel as reasonably necessary). The Indemnifying Party will An indemnifying party shall not, in defense of any such Claim, except with without the prior written consent of the Indemnified Partyindemnified parties, settle, compromise or consent to the entry of any judgment with respect to any pending or enter into any settlement threatened claim, action, suit or proceeding in respect of which does indemnification or contribution may be sought hereunder (whether or not includethe indemnified parties are actual or potential parties to such claim or action) unless such settlement, as an unconditional term thereof, the giving by the claimant compromise or plaintiff to the Indemnified Party of consent includes a release of such indemnified party reasonably acceptable to such indemnified party from all liability in respect thereof. After notice to the Indemnified Party of the Indemnifying Party’s election to assume the defense arising out of such Claimclaim, action, suit or proceeding or unless the Indemnifying Party indemnifying party shall be liable confirm in a written agreement reasonably acceptable to such indemnified party, that notwithstanding any federal, state or common law, such settlement, compromise or consent shall not adversely affect the Indemnified Party for such legal or other reasonable expenses subsequently incurred by the Indemnified Party in connection with the defense thereof at the request of the Indemnifying Party. As to those Claims with respect to which the Indemnifying Party does not elect to assume control of the defense, the Indemnified Party will have the sole and exclusive right to settle or otherwise dispose of any of the same without the consent of the Indemnifying Partyindemnified party to indemnification or contribution as provided in this Agreement.