(a) Defend & Indemnify. Indemnitor shall defend and indemnify Indemnified Party and Indemnified Party’s Indemnified Associates (as defined below) against any third party claim, suit, or proceeding arising out of, related to, or alleging ________________ (an “Indemnified Claim”). Indemnified Claims include, without limitation, government enforcement actions. Indemnitor’s obligations above in this Subsection __(a) include, without limitation: (i) settlement at Indemnitor’s expense and payment of judgments finally awarded by a court of competent jurisdiction, as well as payment of court costs and other reasonable expenses; and (ii) reimbursement of reasonable attorneys’ fees incurred before Indemnitor’s assumption of the defense (but not attorneys’ fees incurred thereafter). (The “Indemnified Associates” are Indemnified Party’s subcontractors and the Indemnified Party’s and such subcontractors’ officers, directors, employees, shareholders, parents, subsidiaries, agents, successors, and assigns.)
(b) Procedures for Claims. Indemnified Party shall provide prompt notice of any Indemnified Claim and reasonably cooperate with Indemnitor’s defense. Indemnitor will control the defense of any Indemnified Claim, including appeals, negotiations, and any settlement or compromise thereof; provided: (i) if Indemnitor fails to assume the defense on time to avoid prejudicing the defense, Indemnified Party may defend the Indemnified Claim, without loss of rights pursuant to this Section __, until Indemnitor assumes the defense; and (ii) Indemnified Party will have the right, not to be exercised unreasonably, to reject any settlement or compromise that requires that it or an Indemnified Associate admit wrongdoing or liability or subjects either of them to any ongoing affirmative obligation. Indemnitor’s obligations above in Subsection __(a) (Defend & Indemnify) will be excused if either of the following materially prejudices the defense: (A) Indemnified Party’s failure to provide prompt notice of the Indemnified Claim; or (B) Indemnified Party’s or an Indemnified Associate’s failure reasonably to cooperate in the defense.