If the claim or demand set forth in the Notice of Claim given by [[Organization A:Organization]] pursuant to Section 6.03(a) hereof is a claim or demand asserted by a third party, the [[WESTERN SHAREHOLDERS:Organization]] shall have fifteen (15) days after the date on which Notice of Claim is given to notify [[Organization A:Organization]] in writing of their election to defend such third party claim or demand on behalf of the Indemnified Party. If the [[WESTERN SHAREHOLDERS:Organization]] elect to defend such third party claim or demand, [[Organization A:Organization]] shall make available to the [[WESTERN SHAREHOLDERS:Organization]] and its agents and representatives all records and other materials that are reasonably required in the defense of such third party claim or demand and shall otherwise cooperate with, and assist the [[WESTERN SHAREHOLDERS:Organization]] in the defense of, such third party claim or demand, and so long as the [[WESTERN SHAREHOLDERS:Organization]] are defending such third party claim in good faith, the Indemnified Party shall not pay, settle or compromise such third party claim or demand. If [[WESTERN SHAREHOLDERS:Organization]] elect to defend such third party claim or demand, the Indemnified Party shall have the right to participate in the defense of such third party claim or demand, at such Indemnified Party’s own expense. In the event, however, that such Indemnified Party reasonably determines that representation by counsel to the [[WESTERN SHAREHOLDERS:Organization]] could reasonably be expected to present counsel with a conflict of interest, then the Indemnified Party may employ separate counsel to represent or defend them in any such action or proceeding and the [[WESTERN SHAREHOLDERS:Organization]] will pay the fees and expenses of such counsel. If the [[WESTERN SHAREHOLDERS:Organization]] do not elect to defend such third party claim or demand or do not defend such third party claim or demand in good faith, the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, at the [[WESTERN SHAREHOLDERS:Organization]]’ expense, to defend such third party claim or demand; provided, however, that # such Indemnified Party shall not have any obligation to participate in the defense of, or defend, any such third party claim or demand; # such Indemnified Party’s defense of or its participation in the defense of any such third party claim or demand shall not in any way diminish or lessen the obligations of the [[WESTERN SHAREHOLDERS:Organization]] under the agreements of indemnification set forth in this Article VI; and # such Indemnified Party may not settle any claim without the consent of the [[WESTERN SHAREHOLDERS:Organization]], which consent shall not be unreasonably withheld or delayed.