9.3 Indemnification Procedure.
(a) Notice of Claim. The indemnified party shall give the indemnifying party prompt written notice (an Indemnification
Claim Notice) of any Losses or discovery of fact upon which such indemnified party intends to base a request for indemnification under Section 9.1 or Section 9.2, but in no event shall the indemnifying party be liable for any
Losses that result from any delay in providing such notice. Each Indemnification Claim Notice must contain a description of the claim and the nature and amount of such Loss (to the extent that the nature and amount of such Loss is known at such
time). The indemnified party shall furnish promptly to the indemnifying party copies of all papers and official documents received in respect of any Losses. All indemnification claims in respect of a party, its Affiliates or their respective
directors, officers, employees and agents shall be made solely by such party (the Indemnified Party).
(b) Third Party Claims. The obligations of an indemnifying party under this Section 9 with respect to Losses arising from claims of any Third Party that are subject to indemnification as
provided for in Section 9.1 or Section 9.2 (a Third Party Claim) shall be governed by and be contingent upon the following additional terms and conditions:
(i) Control of Defense. At its option, the indemnifying party may assume the defense of any Third Party Claim by giving written
notice to the Indemnified Party within thirty (30) days after the indemnifying partys 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 any Indemnified Party in respect of the Third Party Claim, nor shall it constitute a waiver by the indemnifying party of any defenses it may assert against any Indemnified
Partys claim for indemnification. Upon assuming the defense of a Third Party Claim, the indemnifying party may appoint as lead counsel in the defense of the Third Party Claim any legal counsel selected by the indemnifying party. In the event
the indemnifying 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 any Indemnified Party in connection
with the Third Party Claim. Should the indemnifying party assume the defense of a Third Party Claim, the indemnifying party shall not be liable to the Indemnified Party or any other Indemnified Party for any legal expenses subsequently incurred by
such Indemnified Party in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined that the indemnifying party is not obligated to indemnify, defend or hold harmless an Indemnified
Party from and against the Third Party Claim, the Indemnified Party shall reimburse the indemnifying party for any and all costs and expenses (including attorneys fees and costs of suit) and any Losses incurred by the indemnifying party in its
defense of the Third Party Claim with respect to such Indemnified Party.
(ii) Right to Participate in Defense.
Without limiting Section 9.3(b)(i), any Indemnified Party shall be entitled to participate in, but not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that such employment
shall be at the Indemnified Partys own expense unless (A) the employment thereof has been specifically authorized by the indemnifying party in writing or (B) the indemnifying party has failed to assume the defense and employ counsel
in accordance with Section 9.3(b)(i) (in which case the Indemnified Party shall control the defense).