If the Indemnifying Party does not or does not have the right to undertake the defense, compromise or settlement of a Third-Party Claim in accordance with Section ‎6.5(b), the Indemnitee will have the right to control the defense or settlement of such Third-Party Claim with counsel of its choosing (reasonably satisfactory to the Indemnifying Party) but shall not settle or compromise such Third Party Claim without the consent of the Indemnifying Party (such consent not to be unreasonably withheld, delayed or conditioned). The Indemnifying Party will be entitled to participate in, but not control, the defense of any Third-Party Claim with separate counsel and at its own expense. The Indemnifying Party shall cooperate with the defense of any such Third-Party Claim and shall provide such personnel, technical support and

The Indemnifying Party shall have the right (which right may be exercised by providing notice to the Claiming Party), upon receipt of the Claim Notice and at its expense, to defend such Third Party Claim in its own name or, if necessary, in the name of the Claiming Party; provided, however, that if, in addition to the claim for which indemnification under this [Article IX] is being sought, the Third Party Claim involves a matter with respect to which the Claiming Party agrees in writing that it is not entitled to indemnification hereunder, such matter shall be within the sole responsibility and expense of the Claiming Party and its counsel. The Claiming Party will cooperate with and make available to the Indemnifying Party such assistance (including, without limitation, access to employees) and materials as may be reasonably requested of the Claiming Party, and the Claiming Party shall have the right, at the Claiming Party’s expense, to participate in the defense. The Indemnifying Party shall not have the right to settle and compromise such claim or consent to the entry of any Order with respect to such claim without the consent of the Claiming Party (which consent shall not be unreasonably withheld, conditioned or delayed) unless the following shall apply: # such settlement provides the Claiming Party with a full release from such Third Party Claim; and # the sole relief provided in such settlement is monetary damages that are paid in full by the Indemnifying Party.

The Indemnified Party shall be entitled, but is under no obligation, to assume control of such defense of (and the Indemnifying Party shall be responsible for the fees and expenses of counsel retained by the Indemnified Party in respect of) the Third-Party Claim if: # such Third-Party Claim relates to or arises in connection with any criminal or quasi-criminal proceeding, action, indictment, allegation or investigation, provided that in such event # the Indemnified Party shall not enter into any settlement of a such Third-Party Claim without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld, delayed or conditioned) and # the Indemnifying Party shall be entitled to participate in the defense of such Third-Party Claim and to employ counsel of its choice for such purpose (provided, that the fees and expenses of such separate counsel shall be borne by the Indemnifying Party), # such Third-Party Claim seeks an injunction or equitable relief against the Indemnified Party, # a conflict of interest exists between the Indemnifying Party and the Indemnified Party with respect to the Third-Party Claim or # the Indemnifying Party fails or is failing to reasonably, vigorously defend such Third-Party Claim;

In the event that the Indemnifying Party shall assume the defense of the Third-Party Claim, it shall not settle or compromise such Third-Party Claim unless either # the Indemnitee gives its prior written consent, which consent shall not be unreasonably conditioned, withheld or delayed, or # the terms of settlement or compromise of such Third-Party Claim provide that the Indemnitee shall have no responsibility for the discharge of any settlement amount and impose no other obligations or duties on the Indemnitee (including any admission of culpability), and the settlement or compromise discharges all claims against the Indemnitee with respect to such Third-Party Claim. The Indemnitee shall cooperate with the defense of any such Third-Party Claim and shall provide such personnel, technical support and access to information as may be reasonably requested by the Indemnifying Party in connection with such defense.

The Indemnifying Party shall have the right, upon receipt of the Claim Notice and at its expense, to defend such Third Party Claim in its own name or, if necessary, in the name of the Claiming Party; provided, however, that if the Third Party Claim involves a matter solely of concern to the Claiming Party in addition to the claim for which indemnification under this Article IX is being sought, such matter of sole concern shall be within the sole responsibility and expense of the Claiming Party and its counsel. The Claiming Party will cooperate with and make available to the Indemnifying Party such assistance (including, without limitation, access to employees) and materials as may be reasonably requested of the Claiming Party, and the Claiming Party shall have the right, at the Claiming Party’s expense, to participate in the defense. The Indemnifying Party shall have the right to settle and compromise such claim only with the consent of the Claiming Party (which consent shall not be unreasonably withheld, conditioned or delayed) unless the following shall apply: # such settlement provides the Claiming Party with a full release from such Third Party Claim; and # the sole relief provided in such settlement is monetary damages that are paid in full by the Indemnifying Party. Notwithstanding the foregoing to the contrary, the Seller Representative shall have the exclusive right to defend, control, dispute, settle and compromise any Third Party Claims arising under or related to Section 9.1(c), above, in its sole and absolute discretion, without the consent of any Person and the Buyer Indemnified Parties shall have no right to participate in the defense.

The Indemnified Party shall have the right at all times to participate in the defense, settlement, negotiations or litigation relating to any third party claim or demand at its own expense. If the Indemnifying Party does not assume the defense of any matter as above provided, then the Indemnified Party shall have the right to defend any such third party claim or demand, and will be entitled to settle any such claim or demand in its discretion for the account or benefit of the Indemnified Party. In any event, the Indemnified Party will cooperate in the defense of any such action at the expense of the Indemnifying Party and the records of each party shall be available to the other with respect to such defense.

Any Indemnifying Party shall have the right (but not the obligation) to participate in the defense of a Third-Party Claim giving rise to an Indemnified Party’s claim for indemnification hereunder at such Indemnifying Party’s expense, and at its option (subject to the limitations set forth below) shall have the right to investigate, contest or assume the defense thereof (including as it relates to the posting of any bond or the making of any guarantee in connection with such defense) by appointing a reputable counsel reasonably acceptable to the Indemnified Party to be the lead counsel in connection with such defense; provided, that prior to the Indemnifying Party being entitled to control such defense, the Indemnifying Party shall # first demonstrate to the Indemnified Party in writing # the Indemnifying Party’s financial ability to provide full indemnification to the Indemnified Party with respect to such Third-Party Claim (after giving effect to the applicable limitations on indemnification in Section 10.3) and # that, assuming the Indemnifying Party were to become obligated to indemnify the Indemnified Party hereunder in respect of the estimated amount of the Loss relating to such Third-Party Claim (reasonably determined by the Indemnifying Party based upon all of the information pertaining to the Third-Party Claim available at such time, and with such determination reasonably acceptable to the Indemnified Party), the Indemnifying Party (after giving effect to any applicable limitations on indemnification in Section 10.3) would be responsible for a greater portion of the Loss than the Indemnified Party in the event such proceeding were determined in an adverse manner to the Indemnifying Party and the Indemnified Party and # unconditionally agree in writing to be fully responsible for all Losses indemnifiable pursuant to this Article X relating to such proceeding (and, in the absence of such documentation and agreement provided for in the [foregoing clauses (i) and (ii)])], the Indemnified Party shall be entitled to control such defense); and provided, further, that:

If the Indemnified Party controls the defense of any Third-Party Claim, the Indemnified Party may settle such Third-Party Claim with the prior written consent of the Indemnifying Party (not to be unreasonably withheld, conditioned or delayed).

control, any such defense or settlement it may do so at its sole cost and expense. If requested by the Indemnifying Party, the Indemnified Party agrees to cooperate with the Indemnifying Party and its counsel in contesting any Third Party Claims that the Indemnifying Party elects to contest or, if appropriate and related to the Third Party Claim in question, in making any counterclaim against the Person asserting the Third Party Claim, or any cross-complaint against any Person. No Third Party Claim may be settled or otherwise compromised without the prior written consent of the Indemnifying Party. In the event a claim for indemnification pursuant to this Article 11 does not involve a Third Party Claim, the Indemnified Party shall deliver written notice of such claim with reasonable promptness to the Indemnifying Party. The failure by an Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability it may have to the Indemnified Party pursuant to this Article 11, except to the extent that the Indemnifying Party demonstrates that it has been prejudiced by such failure.

If the Indemnifying Party controls the defense of any Third-Party Claim, the Indemnifying Party shall obtain the prior written consent of the Indemnified Party (not to be unreasonably withheld, conditioned or delayed) before entering into any settlement of such Third-Party Claim or ceasing to defend such Third-Party Claim if, pursuant to or as a result of such settlement or cessation, injunctive or other equitable relief will be imposed against the Indemnified Party or if such settlement does not expressly and unconditionally release the Indemnified Party from all Liabilities and other Losses with respect to such Third-Party Claim, without prejudice;