After the assumption of such defense by the Indemnifying Party, the Indemnifying Party shall not be responsible for the payment of legal fees or expenses incurred thereafter by the Indemnitee (who may, however, continue to participate in, but not control, the defense of such Third-Party Claim with separate counsel and at its own expense other than as provided in Section ‎6.5(b)).

Defense of Third Party Claims. The Indemnifying Party shall be entitled to participate in the assumptiondefense of suchthe Third Party Claim and, if it so chooses, to assume the defense thereof, at its own expense, with counsel selected by the Indemnifying Party,Party; provided, that such counsel is not reasonably objected to by the Indemnified Party. If the Indemnifying Party elects to assume the defense of any Third Party Claim, the Indemnifying Party shall not be responsibleliable to the Indemnified Party for the payment of legal fees or expenses subsequently incurred thereafter by the Indemnitee (who may, however, continueIndemnified Party in connection with the defense thereof, except that, if the Indemnifying Party and the Indemnified Party have conflicting interests or different defenses available with respect to such Third Party Claim, the Indemnified Party may hire its own separate counsel (provided that such counsel is not reasonably objected to by the Indemnifying Party) with respect to such Third Party Claim and the related action or suit, and the reasonable fees and expenses of such counsel shall be considered Losses for purposes of this Agreement. The Indemnifying Party shall permit the Indemnified Party to participate in, but not control, the defense of any such Third-action or suit through counsel chosen by the Indemnified Party, provided that such counsel is not reasonably objected to by the Indemnifying Party and, except in the circumstances described in the immediately preceding sentence, the fees and expenses of such counsel shall be borne by the Indemnified Party. The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party in the defense of a Third Party Claim with separate counsel and at its own expense other(which shall all be considered Losses for purposes of this Agreement) for any period during which the Indemnifying Party has not assumed the defense thereof (other than as provided in Section ‎6.5(b))during the period prior to the time the Indemnified Party shall have notified the Indemnifying Party of such Third Party Claim).

In either of the assumption offoregoing events in [clauses (i) or (ii)])], such defensefees and expenses shall be borne by the Indemnifying Party,Party and the Indemnifying Party shall not be responsible forhave the payment of legal fees or expenses incurred thereafter by the Indemnitee (who may, however, continueright to participate in, but not control,direct the defense of such Third-action on behalf of the Indemnified Party Claim with separateor Parties. Notwithstanding anything to the contrary set forth herein, under no circumstances shall the Indemnifying Party be obligated to assume responsibility for the expenses for more than one counsel and at its own expense other than as provided in Section ‎6.5(b)).for all the Indemnified Parties.

The Indemnified Party shall not be responsible for the payment of legal fees or expenses incurred thereafter by the Indemnitee (who may, however, continueentitled to participate in, but not control,in the defense of such Third-Party Claim withand to employ counsel of its choice for such purpose; provided, that the fees and expenses of such separate counsel shall be borne by the Indemnified Party (other than any fees and at its own expense other than as provided in Section ‎6.5(b)).expenses of such separate counsel # that are incurred prior to the date the Indemnifying Party effectively assumes control of such defense (assuming reasonably prompt notice of the claim was given to the Indemnifying Party) or # retained because a conflict of interest exists between the Indemnifying Party and the Indemnified Party, each of which, notwithstanding the foregoing, shall be borne by the Indemnifying Party);

If the assumptionIndemnifying Party elects to assume the defense of such Claim, the Indemnified Party may participate in such defense byat its own expense; provided that if the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party,Party and the Indemnified Party have conflicting interests with respect to such Claim, the Indemnifying Party shall not be responsible for the paymentreasonable fees and expenses of legal fees or expenses incurred thereafter bycounsel to the Indemnitee (who may, however, continue to participate in, but not control, the defense of such Third-Indemnified Party Claim with separate counsel and at its own expense other than as providedsolely in Section ‎6.5(b)).connection therewith

The Party not controlling such defense may participate therein at its own expense; provided that, if the assumptionIndemnifying Party assumes control of such defense byand the indemnified Party in good faith concludes, based on advice from counsel, that the Indemnifying Party,Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the Indemnifying Party shall not be responsible for the paymentreasonable fees and expenses of legal fees or expenses incurred thereafter bycounsel to the Indemnitee (who may, however, continue to participate in, but not control,Indemnified Party in connection with its participation in the defense of such Third-Party Claim with separate counsel and at its own expense other than as provided in Section ‎6.5(b)).action.