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.

Indemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim against the [[WESTERN SHAREHOLDERS:Organization]] under this Agreement that does not involve a claim by a third party, the Indemnified Party shall promptly deliver notice of such claim to the [[WESTERN SHAREHOLDERS:Organization]] in writing and in reasonable detail. The failure by any Indemnified Party to so notify the [[WESTERN SHAREHOLDERS:Organization]] shall not relieve the [[WESTERN SHAREHOLDERS:Organization]] from any liability that they may have to such Indemnified Party, except to the extent that [[Organization A:Organization]] has been actually prejudiced by such failure. If the [[WESTERN SHAREHOLDERS:Organization]] do not notify the Indemnified Party within fifteen (15) business days following its receipt of such notice that the [[WESTERN SHAREHOLDERS:Organization]] dispute such claim, such claim specified by the [[WESTERN SHAREHOLDERS:Organization]] in such notice shall be conclusively deemed a liability of the [[WESTERN SHAREHOLDERS:Organization]] under this Article VI and the [[WESTERN SHAREHOLDERS:Organization]] shall pay the amount of such liability to the Indemnified Party on demand, or in the case of any notice in which the amount of the claim is estimated, on such later date when the amount of such claim is finally determined. If the [[WESTERN SHAREHOLDERS:Organization]] dispute that liability with respect to such claim in a timely manner, [[Organization A:Organization]] and the Indemnified Party shall proceed in good faith to negotiate a resolution of such dispute and, if not resolved through negotiations, such dispute shall be submitted to arbitration.

Upon obtaining knowledge of any Claim by a third party which has given rise to, or is expected to give rise to, a claim for indemnification hereunder, [[Organization A:Organization]] shall give written notice (“Notice of Claim”) of such claim or demand to the [[WESTERN SHAREHOLDERS:Organization]], specifying in reasonable detail such information as the Indemnified Party may have with respect to such indemnification claim (including copies of any summons, complaint or other pleading which may have been served on it and any written claim, demand, invoice, billing or other document evidencing or asserting the same). No failure or delay by [[Organization A:Organization]] in the performance of the foregoing shall reduce or otherwise affect the obligation of the [[WESTERN SHAREHOLDERS:Organization]] to indemnify and hold the Indemnified Party harmless, except to the extent that such failure or delay shall have actually adversely affected the Shareholder’s ability to defend against, settle or satisfy any Claims for which the Indemnified Party is entitled to indemnification hereunder.