Indemnitee in respect of the Third Party Claim, nor shall it constitute a waiver by the Indemnitor of any defenses it may assert against the Indemnitee’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the Indemnitor may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the Indemnitor. In the event the Indemnitor assumes the defense of a Third Party Claim, except as provided in this [Section 10.2.2], the Indemnitor shall not be liable to the Indemnitee for any legal expenses subsequently incurred by such Indemnitee in connection with the analysis, defense or settlement of the Third Party Claim unless specifically agreed to in writing by the Indemnitor. In the event that it is ultimately determined that the Indemnitor is not obligated to indemnify, defend or hold harmless the Indemnitee from and against the Third Party Claim, the Indemnitee shall reimburse the Indemnitor for any Losses incurred by the Indemnitor in defense of the Third Party Claim. The Indemnitee shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification. Notwithstanding the foregoing, the Indemnitee will have the right to employ separate counsel at the Indemnitor’s expense and to control its own defense of the applicable Third Party Claim if: # the employment thereof, and the assumption by the Indemnitor of such expense, has been specifically authorized by the Indemnitor in writing, # the Indemnitor has failed to assume the defense and employ counsel in accordance with this [Section 10.2.2] (in which case, the Indemnitee shall control the defense), # there are or may be legal defenses available to the Indemnitee that are different from or additional to those available to the Indemnitor, or # in the reasonable opinion of counsel to the Indemnitee, a conflict or potential conflict exists between the Indemnitee and the Indemnitor that would make such separate representation advisable; provided that in no event will the Indemnitor be required to pay fees and expenses under this sentence for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. In such event, the Indemnitee shall not settle or compromise such Third Party claim without the prior written consent of the Indemnitor, such consent not to be unreasonably withheld, conditioned or delayed. The Indemnitor shall not be liable for any settlement, compromise or other voluntary disposition of a Loss by an Indemnitee that is reached without the written consent of the Indemnitor. Without limiting the general application of this [Section 10.2.2], ​.

If a Third Party Claim is made against an indemnitee, the indemnitee shall permit the indemnitor to participate in respectthe defense thereof (it being understood that the indemnitee shall control such defense unless the indemnitor assumes such defense as provided herein) and, if the indemnitor so chooses and acknowledges its obligation to indemnify the indemnitee therefor, to assume the defense thereof with counsel selected by the indemnitor provided that such counsel is reasonably satisfactory to the indemnitee. Should the indemnitor so elect to assume the defense of thesuch Third Party Claim, northe indemnitor shall it constitute a waivernot be liable to the indemnitee for legal expenses subsequently incurred by the Indemnitorindemnitee in connection with the defense thereof provided the indemnitor does not seek to assert any limitation on its indemnification responsibility to the indemnitee. If the indemnitor assumes such defense, the indemnitee shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnitor, it being understood, however, that the indemnitor shall control such defense subject to the agreement of the indemnitor and the indemnitee to cooperate in the defense of such Third Party Claim as provided below. The indemnitor shall be liable for the fees and expenses of counsel employed by the indemnitee for any period during which the indemnitor has not assumed the defense thereof or assumes the defense but asserts any limitation on its obligation to indemnify or defend which reduces its indemnification actions. If the indemnitor chooses to defend any Third Party Claim, the Parties shall reasonably cooperate in the defense or prosecution of such Third Party Claim. Such cooperation shall include the retention and (upon the indemnitor’s request) the provision to the indemnitor of records and information which are reasonably relevant to such Third Party Claim and making employees available on a mutually convenient basis to provide additional information and explanation of any defenses it may assert againstmaterial provided hereunder. Whether or not the Indemnitee’s claim for indemnification. Upon assumingindemnitor shall have assumed the defense of a Third Party Claim, the Indemnitor may appoint as lead counsel inindemnitee shall not admit any liability with respect to, or settle, compromise or discharge, or consent to the defenseentry of theany judgment with respect to such Third Party Claim any legal counsel selected bywithout the Indemnitor. In the event the Indemnitor assumes the defense of a Third Party Claim, except as provided in this [Section 10.2.2], the Indemnitor shall not be liable to the Indemnitee for any legal expenses subsequently incurred by such Indemnitee in connection with the analysis, defense or settlement of the Third Party Claim unless specifically agreed to in writing by the Indemnitor. In the event that it is ultimately determined that the Indemnitor is not obligated to indemnify, defend or hold harmless the Indemnitee from and against the Third Party Claim, the Indemnitee shall reimburse the Indemnitor for any Losses incurred by the Indemnitor in defense of the Third Party Claim. The Indemnitee shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification. Notwithstanding the foregoing, the Indemnitee will have the right to employ separate counsel at the Indemnitor’indemnitor’s expense and to control its own defense of the applicable Third Party Claim if: # the employment thereof, and the assumption by the Indemnitor of such expense, has been specifically authorized by the Indemnitor in writing, # the Indemnitor has failed to assume the defense and employ counsel in accordance with this [Section 10.2.2] (in which case, the Indemnitee shall control the defense), # there are or may be legal defenses available to the Indemnitee that are different from or additional to those available to the Indemnitor, or # in the reasonable opinion of counsel to the Indemnitee, a conflict or potential conflict exists between the Indemnitee and the Indemnitor that would make such separate representation advisable; provided that in no event will the Indemnitor be required to pay fees and expenses under this sentence for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. In such event, the Indemnitee shall not settle or compromise such Third Party claim without the prior written consent of the Indemnitor, such(which consent shall not to be unreasonably withheld, conditioned or delayed. The Indemnitor shall not be liable for any settlement, compromise or other voluntary disposition of a Loss by an Indemnitee that is reached without the written consent of the Indemnitor. Without limiting the general application of this [Section 10.2.2], ​.delayed).

Defense of the Third Party Claim, norClaims. The Indemnifying Party shall it constitute a waiver by the Indemnitor of any defenses it may assert against the Indemnitee’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the Indemnitor may appoint as lead counselbe entitled to participate in the defense of the Third Party Claim any legaland, if it so chooses, to assume the defense thereof, at its own expense, with counsel selected by the Indemnitor. InIndemnifying Party; provided, that such counsel is not reasonably objected to by the eventIndemnified Party. If the Indemnitor assumesIndemnifying Party elects to assume the defense of any Third Party Claim, the Indemnifying Party shall not be liable to the Indemnified Party for legal expenses subsequently incurred by the Indemnified 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 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, except as provided inClaim (which shall all be considered Losses for purposes of this [Section 10.2.2],Agreement) for any period during which the Indemnitor shallIndemnifying Party has not be liableassumed the defense thereof (other than during the period prior to the Indemnitee for any legal expenses subsequently incurred by such Indemnitee in connection withtime the analysis, defense or settlement of the ThirdIndemnified Party Claim unless specifically agreed to in writing by the Indemnitor. In the event that it is ultimately determined that the Indemnitor is not obligated to indemnify, defend or hold harmless the Indemnitee from and against the Third Party Claim, the Indemnitee shall reimburse the Indemnitor for any Losses incurred by the Indemnitor in defense of the Third Party Claim. The Indemnitee shall have notified the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the rightIndemnifying Party of indemnification. Notwithstanding the foregoing, the Indemnitee will have the right to employ separate counsel at the Indemnitor’s expense and to control its own defense of the applicable Third Party Claim if: # the employment thereof, and the assumption by the Indemnitor of such expense, has been specifically authorized by the Indemnitor in writing, # the Indemnitor has failed to assume the defense and employ counsel in accordance with this [Section 10.2.2] (in which case, the Indemnitee shall control the defense), # there are or may be legal defenses available to the Indemnitee that are different from or additional to those available to the Indemnitor, or # in the reasonable opinion of counsel to the Indemnitee, a conflict or potential conflict exists between the Indemnitee and the Indemnitor that would make such separate representation advisable; provided that in no event will the Indemnitor be required to pay fees and expenses under this sentence for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. In such event, the Indemnitee shall not settle or compromise such Third Party claim without the prior written consent of the Indemnitor, such consent not to be unreasonably withheld, conditioned or delayed. The Indemnitor shall not be liable for any settlement, compromise or other voluntary disposition of a Loss by an Indemnitee that is reached without the written consent of the Indemnitor. Without limiting the general application of this [Section 10.2.2], ​.Claim).

In General. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice to the Indemnified Party within […​…] after the indemnifying Party’s receipt of an Indemnification Claim Notice. The assumption of the defense of a Third Party Claim by the indemnifying Party shall not be construed as an acknowledgment that the indemnifying Party is liable to indemnify the Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the Indemnitorindemnifying Party of any defenses it may assert against the Indemnitee’Indemnified Party’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the Indemnitorindemnifying Party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the Indemnitor. Inindemnifying Party which shall be reasonably acceptable to the eventIndemnified Party. If the Indemnitorindemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall immediately deliver to the indemnifying Party all original notices and documents (including court papers) received by the Indemnified Party in connection with the Third Party Claim. Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in this [Section 10.2.11.4.2], the Indemnitorindemnifying Party shall not be liable to the IndemniteeIndemnified Party for any legal expenses subsequently incurred by such IndemniteeIndemnified Party in connection with the analysis, defense or settlement of the Third Party Claim unless specifically agreed torequested in writing by the Indemnitor. In the event thatindemnifying Party. If it is ultimately determined that the Indemnitorindemnifying Party is not obligated to indemnify, defend or hold harmless the IndemniteeIndemnified Party from and against the Third Party Claim, the IndemniteeIndemnified Party shall reimburse the Indemnitorindemnifying Party for any and all Losses incurred by the Indemnitorindemnifying Party in its defense of the Third Party Claim. The Indemnitee shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification. Notwithstanding the foregoing, the Indemnitee will have the right to employ separate counsel at the Indemnitor’s expense and to control its own defense of the applicable Third Party Claim if: # the employment thereof, and the assumption by the Indemnitor of such expense, has been specifically authorized by the Indemnitor in writing, # the Indemnitor has failed to assume the defense and employ counsel in accordance with this [Section 10.2.2] (in which case, the Indemnitee shall control the defense), # there are or may be legal defenses available to the Indemnitee that are different from or additional to those available to the Indemnitor, or # in the reasonable opinion of counsel to the Indemnitee, a conflict or potential conflict exists between the Indemnitee and the Indemnitor that would make such separate representation advisable; provided that in no event will the Indemnitor be required to pay fees and expenses under this sentence for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. In such event, the Indemnitee shall not settle or compromise such Third Party claim without the prior written consent of the Indemnitor, such consent not to be unreasonably withheld, conditioned or delayed. The Indemnitor shall not be liable for any settlement, compromise or other voluntary disposition of a Loss by an Indemnitee that is reached without the written consent of the Indemnitor. Without limiting the general application of this [Section 10.2.2], ​.

If the indemnification sought pursuant hereto involves a claim made by a Third Party against the Indemnified Party (a "Third Party Claim"), the Indemnifying Party shall be entitled to participate in respectthe defense of such Third Party Claim and, if it so chooses within forty-five (45) days after its receipt of an Indemnification Claim Notice ("Notice Period"), to assume the defense of such Third Party Claim with counsel selected by the Indemnifying Party; provided, however, that the Indemnifying Party shall not be entitled to assume the defense of any Third Party Claim to the extent such claims involve or seek injunctive or other relief that does not involve solely monetary obligations or involve a criminal matter, and provided, further that the Indemnified Party shall be permitted to take any actions necessary in the defense of such Third Party Claim during such Notice Period, if the Indemnifying Party has not yet assumed the defense of the Third Party Claim, norand when practicable, the Indemnified Party shall it constitute a waiver byprovide prior notice of such action to the Indemnitor of any defenses it may assert againstIndemnifying Party. Should the Indemnitee’s claim for indemnification. Upon assumingIndemnifying Party so elect to assume the defense of a Third Party Claim, the Indemnitor may appoint as lead counsel in the defense of the ThirdIndemnifying Party Claim any legal counsel selected by the Indemnitor. In the event the Indemnitor assumes the defense of a Third Party Claim, except as provided in this [Section 10.2.2], the Indemnitor shall not be liable to the IndemniteeIndemnified Party for any legal expenses subsequently incurred by such Indemniteethe Indemnified Party in connection with the analysis, defense or settlement ofthereof. If the ThirdIndemnifying Party Claim unless specifically agreed to in writing byassumes such defense, the Indemnitor. In the event that it is ultimately determined that the Indemnitor is not obligated to indemnify, defend or hold harmless the Indemnitee from and against the ThirdIndemnified Party Claim, the Indemnitee shall reimburse the Indemnitor for any Losses incurred by the Indemnitor in defense of the Third Party Claim. The Indemnitee shall have the right (atto participate in the defense thereof and to employ counsel, at its own expense)expense, separate from the counsel employed by the Indemnifying Party, it being understood that the Indemnifying Party shall control such defense. The Indemnifying Party shall be liable for the reasonable fees and expenses of counsel employed by the Indemnified Party for any period during which the Indemnifying Party has not assumed the defense thereof. If the Indemnifying Party chooses to be presentdefend or prosecute a Third Party Claim, all of the Parties hereto shall cooperate in personthe defense or through counsel at all legal proceedings giving riseprosecution thereof. Such cooperation shall include # the retention and (upon the Indemnifying Party's request) the provision to the rightIndemnifying Party of indemnification. Notwithstanding the foregoing, the Indemnitee will have the rightrecords and information which are reasonably relevant to employ separate counsel at the Indemnitor’s expense and to control its own defense of the applicablesuch Third Party Claim if: # the employment thereof, and the assumption by the Indemnitor of such expense, has been specifically authorized by the Indemnitor in writing, # the Indemnitor has failed to assume the defense and employ counsel in accordance with this [Section 10.2.2] (in which case, the Indemnitee shall control the defense), # there are or may be legal defensesreasonably available to the IndemniteeIndemnified Party, and # making relevant employees available on a mutually convenient basis to provide additional information and explanation of any material provided hereunder; provided, that are different from or additional to those available to the Indemnitor, or #Indemnifying Party shall reimburse the Indemnified Party for all its reasonable out-of-pocket expenses in the reasonable opinion of counsel to the Indemnitee, a conflict or potential conflict exists between the Indemnitee and the Indemnitor that would make such separate representation advisable; provided that in no event will the Indemnitor be required to pay fees and expenses under this sentence for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. In such event, the Indemnitee shall not settle or compromise such Third Party claim without the prior written consent of the Indemnitor, such consent not to be unreasonably withheld, conditioned or delayed. The Indemnitor shall not be liable for any settlement, compromise or other voluntary disposition of a Loss by an Indemnitee that is reached without the written consent of the Indemnitor. Without limiting the general application of this [Section 10.2.2], ​.connection therewith.

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 Third estimated amount of the Loss relating to such Third-Party Claim, nor shall it constitute a waiverClaim (reasonably determined by the IndemnitorIndemnifying 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 defenses it may assert againstapplicable limitations on indemnification in [Section 10.3]) would be responsible for a greater portion of the Indemnitee’s claim for indemnification. Upon assumingLoss than the defense of a ThirdIndemnified Party Claim, the Indemnitor may appoint as lead counsel in the defenseevent 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 Third Party Claim any legal counsel selected by the Indemnitor. In the event the Indemnitor assumes the defense of a Third Party Claim, except as provided in this [Section 10.2.2][foregoing [clauses (i) and (ii)])]])], the IndemnitorIndemnified Party shall not be liable to the Indemnitee for any legal expenses subsequently incurred by such Indemnitee in connection with the analysis, defense or settlement of the Third Party Claim unless specifically agreed to in writing by the Indemnitor. In the event that it is ultimately determined that the Indemnitor is not obligated to indemnify, defend or hold harmless the Indemnitee from and against the Third Party Claim, the Indemnitee shall reimburse the Indemnitor for any Losses incurred by the Indemnitor in defense of the Third Party Claim. The Indemnitee shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification. Notwithstanding the foregoing, the Indemnitee will have the right to employ separate counsel at the Indemnitor’s expense andentitled to control its own defense of the applicable Third Party Claim if: # the employment thereof,such defense); and the assumption by the Indemnitor of such expense, has been specifically authorized by the Indemnitor in writing, # the Indemnitor has failed to assume the defense and employ counsel in accordance with this [Section 10.2.2] (in which case, the Indemnitee shall control the defense), # there are or may be legal defenses available to the Indemnitee that are different from or additional to those available to the Indemnitor, or # in the reasonable opinion of counsel to the Indemnitee, a conflict or potential conflict exists between the Indemnitee and the Indemnitor that would make such separate representation advisable; provided that in no event will the Indemnitor be required to pay fees and expenses under this sentence for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. In such event, the Indemnitee shall not settle or compromise such Third Party claim without the prior written consent of the Indemnitor, such consent not to be unreasonably withheld, conditioned or delayed. The Indemnitor shall not be liable for any settlement, compromise or other voluntary disposition of a Loss by an Indemnitee that is reached without the written consent of the Indemnitor. Without limiting the general application of this [Section 10.2.2], ​.provided, further, that:

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 ofof) the Third Party Claim, nor shall it constitute a waiver by the Indemnitor of any defenses it may assert against the Indemnitee’s claim for indemnification. Upon assuming the defense of a Third Party Claim, the Indemnitor may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the Indemnitor. In the event the Indemnitor assumes the defense of a Third Party Claim, except as provided in this [Section 10.2.2], the Indemnitor shall not be liable to the Indemnitee for any legal expenses subsequently incurred by such Indemnitee in connection with the analysis, defense or settlement of the Third Party Claim unless specifically agreed to in writing by the Indemnitor. In the event that it is ultimately determined that the Indemnitor is not obligated to indemnify, defend or hold harmless the Indemnitee from and against the Third Party Claim, the Indemnitee shall reimburse the Indemnitor for any Losses incurred by the Indemnitor in defense of the Third Party Claim. The Indemnitee shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving rise to the right of indemnification. Notwithstanding the foregoing, the Indemnitee will have the right to employ separate counsel at the Indemnitor’s expense and to control its own defense of the applicable Third Third-Party Claim if: # the employment thereof, and the assumption by the Indemnitor of such expense, has been specifically authorized by the IndemnitorThird-Party Claim relates to or arises in writing, # the Indemnitor has failed to assume the defense and employ counsel in accordanceconnection with this [Section 10.2.2] (in which case, the Indemnitee shall control the defense), # there areany criminal or may be legal defenses available to the Indemnitee that are different fromquasi-criminal proceeding, action, indictment, allegation or additional to those available to the Indemnitor, or # in the reasonable opinion of counsel to the Indemnitee, a conflict or potential conflict exists between the Indemnitee and the Indemnitor that would make such separate representation advisable;investigation, provided that in nosuch event will# the Indemnitor be required to pay fees and expenses under this sentence for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. In such event, the IndemniteeIndemnified Party shall not settle or compromiseenter into any settlement of a such Third Third-Party claimClaim without the prior written consent of the Indemnitor, such consentIndemnifying Party (which shall not to be unreasonably withheld, conditioneddelayed or delayed. The Indemnitorconditioned) and # the Indemnifying Party shall not be liableentitled to participate in the defense of such Third-Party Claim and to employ counsel of its choice for any settlement, compromisesuch 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 other voluntary dispositionequitable relief against the Indemnified Party, # a conflict of a Loss by an Indemnitee thatinterest exists between the Indemnifying Party and the Indemnified Party with respect to the Third-Party Claim or # the Indemnifying Party fails or is reached without the written consent of the Indemnitor. Without limiting the general application of this [Section 10.2.2], ​.failing to reasonably, vigorously defend such Third-Party Claim;

In the event the Indemnitor assumes the defense of a Third Party Claim, except as provided in this [Section 10.2.2], the Indemnitor shall not be liable to the Indemniteeany claim for any legal expenses subsequently incurred by such Indemniteeindemnification resulting from or in connection with any claim by a third party, other than a Tax claim, which shall be governed by [Section 5.3], the analysis,Indemnifying Party shall be entitled, at its sole expense, either # to participate in defending against such claim, or # to assume the entire defense or settlement of the Third Party Claim unless specifically agreed to in writingwith counsel which is selected by the Indemnitor. In the event that it and which is ultimately determined that the Indemnitor is not obligated to indemnify, defend or hold harmless the Indemnitee from and against the Third Party Claim, the Indemnitee shall reimburse the Indemnitor for any Losses incurred by the Indemnitor in defense of the Third Party Claim. The Indemnitee shall have the right (at its own expense) to be present in person or through counsel at all legal proceedings giving risereasonably satisfactory to the right of indemnification. Notwithstanding the foregoing, the Indemnitee will have the right to employ separate counsel at the Indemnitor’s expense and to control its own defense of the applicable Third Party Claim if:Indemnified Party, provided that # the employment thereof, and the assumption by the Indemnitor of such expense, has been specifically authorized by the Indemnitor in writing, # the Indemnitor has failedIndemnifying Party exercises their right to assume the defense and employ counsel in accordance withpursuant to this [Section 10.2.2] (in which case, the Indemnitee shall control the defense), # there are or may be legal defenses available9.4(b)] by delivery of written notice to the IndemniteeIndemnified Party within twenty (20) days of its receipt of the applicable Indemnity Notice, # the Indemnifying Party agrees in writing that are different fromit does not and will not contest its responsibility for indemnifying the Indemnified Party in respect of such claim or additionalproceeding, and # no settlement shall be made and no judgment consented to those available to the Indemnitor, or # in the reasonable opinion of counsel to the Indemnitee, a conflict or potential conflict exists between the Indemnitee and the Indemnitor that would make such separate representation advisable; provided that in no event will the Indemnitor be required to pay fees and expenses under this sentence for more than one firm of attorneys in any jurisdiction in any one legal action or group of related legal actions. In such event, the Indemnitee shall not settle or compromise such Third Party claim without the prior written consent of the Indemnitor, such consentIndemnified Party which shall not to be unreasonably withheld, conditioned or delayed. The Indemnitordelayed (except that no such consent shall be required if the claimant is entitled under the settlement to only monetary damages actually paid by the Indemnifying Party). If, however, # the claim, action, suit or proceeding would, if successful, result in the imposition of damages for which the Indemnifying Party would not be solely responsible, or # representation of both parties by the same counsel would otherwise be inappropriate due to actual or potential differing interests between them, then the Indemnifying Party shall not be liable for any settlement, compromise or other voluntary dispositionentitled to assume the entire defense and each party shall be entitled to retain counsel who shall cooperate with one another in defending against such claim. In the case of a Loss by an IndemniteeClause (x) of the preceding sentence, the Indemnifying Party shall be obligated to bear only that portion of the expense of the Indemnified Party’s counsel that is reached withoutin proportion to the written consentDamages indemnifiable by the Indemnifying Party compared to the total amount of the Indemnitor. Without limitingthird-party claim against the general application of this [Section 10.2.2], ​.Indemnified Party.