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.

IfIndemnification Procedures for Non-Third Party Claims. In the event any Indemnified Party should have an indemnification claim or demand set forth inagainst the Notice of Claim given by [[Organization A:WESTERN SHAREHOLDERS:Organization]] pursuant to Section 6.03(a) hereof isunder this Agreement that does not involve a claim or demand asserted by a third party, the [[WESTERN SHAREHOLDERS:Organization]]Indemnified Party shall have fifteen (15) days after the date on which Noticepromptly deliver 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]] in writing 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 assistreasonable detail. The failure by any Indemnified Party to so notify the [[WESTERN SHAREHOLDERS:Organization]] in the defense of, such third party claim or demand, and so long asshall not relieve 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]] electfrom any liability that they may have 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 counselParty, except to the extent that [[WESTERN SHAREHOLDERS:Organization A: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 anyhas been actually prejudiced by such action or proceeding and the [[WESTERN SHAREHOLDERS:Organization]] will pay the fees and expenses of such counsel.failure. 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,notify the Indemnified Party shall have the right, in addition to any other right or remedy it may have hereunder, atwithin fifteen (15) business days following its receipt of such notice that the [[WESTERN SHAREHOLDERS:Organization]]’ expense, to defend dispute such third partyclaim, such claim or demand; provided, however, that #specified by the [[WESTERN SHAREHOLDERS:Organization]] in such Indemnified Partynotice 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 obligationsbe conclusively deemed a liability of the [[WESTERN SHAREHOLDERS:Organization]] under the agreements of indemnification set forth in this Article VI;VI and # such Indemnified Party may not settle any claim without the consent of 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 consentthe 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 unreasonably withheld or delayed.submitted to arbitration.

If theUpon 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 set forthto the [[WESTERN SHAREHOLDERS:Organization]], specifying in reasonable detail such information as the NoticeIndemnified Party may have with respect to such indemnification claim (including copies of Claim givenany 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]] pursuant to Section 6.03(a) hereof is a claim or demand asserted by a third party,in 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 behalfperformance of the Indemnified Party. Ifforegoing shall reduce or otherwise affect 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]] underto indemnify and hold the agreements of indemnification set forth in this Article VI; and # such Indemnified Party may notharmless, 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 claim withoutClaims for which the consent of the [[WESTERN SHAREHOLDERS:Organization]], which consent shall not be unreasonably withheld or delayed.Indemnified Party is entitled to indemnification hereunder.