Cooperation. The indemnified party and indemnifying party shall cooperate with each other in all reasonable respects in connection with the defense of any Third Party Claim, including making available records relating to such claim and furnishing, without expense to the indemnifying party, management employees of the indemnified employees as may be reasonably necessary for the preparation of the defense of any such claim or for testimony as witness in any proceeding relating to such claim.

Cooperation. The indemnified party andRegardless of whether the indemnifying party shall cooperate with each other in all reasonable respects in connection with the defense ofParty chooses to defend or prosecute any Third Party Claim, including making available records relating tothe Indemnified Party shall, and shall cause each Indemnified Party to, cooperate in the defense or prosecution thereof and shall furnish such claimrecords, information and furnishing, without expense to the indemnifying party, management employees of the indemnified employeestestimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals as may be reasonably necessary forrequested in connection therewith. Such cooperation shall include access during normal business hours afforded to the preparation ofindemnifying Party to, and reasonable retention by the defenseIndemnified Party of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnified Parties and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any such claim ormaterial provided hereunder, and the indemnifying Party shall reimburse the Indemnified Party for testimony as witnessall its reasonable out-of-pocket expenses in any proceeding relating to such claim.connection therewith.

Cooperation. The indemnified party and indemnifying party shall cooperate with each other in all reasonable respects in connection withRegardless of whether the defense ofIndemnitor chooses to defend or prosecute any Third Party Claim, including making available records relating toIndemnitee shall, and shall cause each other indemnitee to, cooperate in the defense or prosecution thereof and shall furnish such claimrecords, proceedings, hearings, trials and furnishing, without expense to the indemnifying party, management employees of the indemnified employeesappeals as may be reasonably necessary forrequested in connection therewith. Such cooperation shall include access during Indemnitee’s normal business hours, and reasonable retention by the preparation of the defenseIndemnitee of, records and information that are reasonably relevant to such Third Party Claim, and making Indemnitees and other employees and agents available on a mutually convenient basis to provide additional information and explanation of any such claim ormaterial provided hereunder, and the Indemnitor shall reimburse the Indemnitee for testimonyall of its reasonable out-of-pocket expenses in connection therewith as witnessset forth in any proceeding relating to such claim.[Section 10.2.4].

Cooperation. The indemnified party and indemnifying partyparties hereto shall cooperate with each other in all reasonable respects in connection with the defense or prosecution of any Third Party Claim, includingwith such cooperation to include # the retention of and the provision to the Indemnifying Party of records and information that are reasonably relevant to such Third Party Claim and # the making available recordsof employees on a mutually convenient basis for providing additional information and explanation of any material provided hereunder. Neither the Indemnified Party nor the Indemnifying Party shall consent (such consent not to be unreasonably withheld or delayed) to the entry of any judgment, settlement, compromise or discharge of such Third Party Claim without the prior written consent of the other; provided that the consent of the Indemnified Party shall not be required if such judgment, settlement, compromise or discharge # does not involve any non-monetary penalties (other than customary and reasonable confidentiality obligations relating to such claimclaim, judgment, settlement, compromise or discharge), # results in the complete and furnishing, without expense to the indemnifying party, management employeesunconditional release of the indemnified employees asIndemnified Party from all liabilities arising out of, relating to or in connection with such Third Party Claim and # does not involve a finding or admission of any fault, culpability, failure to act, violation of any law, rule, regulation or judgment, or the rights of any Person, and has no effect on any other claims that may be reasonably necessary formade against the preparation of the defense of any such claim or for testimony as witness in any proceeding relating to such claim.Indemnified Party.

All of the Parties shall cooperate with each other in all reasonable respects in connection with the defense or prosecution of any Third Party Claim, including making available records relating toClaim in respect of which indemnity may be sought hereunder and shall furnish such claimrecords, information and furnishing, without expense to the indemnifying party, management employees of the indemnified employeestestimony, and attend such conferences, discovery proceedings, hearings, trials and appeals, as may be reasonably necessary for the preparation of the defense of any such claim or for testimony as witnessrequested in any proceeding relating to such claim.connection therewith.

Defense of Claim. The indemnifying party shall defend or control the defense of Third Party Claims. The indemnifying party shall be responsible for satisfying and discharging any award made to or settlement reached with the Third Party pursuant to the terms of this Agreement. The indemnifying party shall retain counsel reasonably acceptable to the indemnified party (such acceptance not to be unreasonably withheld, refused, conditioned or delayed) to represent the indemnified party and shall pay the reasonable fees and expenses of such counsel related to such proceeding. In any such proceeding, the indemnified party, at its sole expense, shall have the right to retain its own counsel. The indemnified party and indemnifying party shall cooperate with each other in all reasonable respects in connection with the defense of anysuch Third Party Claim, including making available records relating to such claimas requested by, and furnishing, withoutat the reasonable expense toof, the indemnifying party, management employeesparty. The indemnifying party shall not, without the written consent of the indemnified employees as mayparty (which consent shall not be reasonably necessary for the preparation of the defenseunreasonably withheld, refused, conditioned or delayed), effect any settlement of any such claim or for testimony as witness in any proceeding relating toThird Party Claim, unless such claim.settlement includes a full and unconditional release of the indemnified party from all liability on such Claims.