OPTION AND JOINTLY WITH ANY OTHER INDEMNIFYING PARTY SIMILARLY NOTIFIED
AND ELECTING TO ASSUME SUCH DEFENSE, ASSUME THE DEFENSE THEREOF, WITH COUNSEL
REASONABLY SATISFACTORY TO THE INDEMNITEE. AFTER WRITTEN NOTICE FROM THE
INDEMNIFYING PARTY TO THE INDEMNITEE OF ITS ELECTION TO ASSUME THE DEFENSE
THEREOF, THE INDEMNIFYING PARTY WILL NOT BE LIABLE TO THE INDEMNITEE UNDER THIS
AGREEMENT FOR ANY LEGAL OR OTHER EXPENSES SUBSEQUENTLY INCURRED BY THE
INDEMNITEE IN CONNECTION WITH THE DEFENSE THEREOF EXCEPT FOR REASONABLE COSTS OF
INVESTIGATION OR AS OTHERWISE PROVIDED IN THIS CLAUSE (D). THE INDEMNITEE SHALL
HAVE THE RIGHT TO EMPLOY SEPARATE COUNSEL IN SUCH ACTION, PROVIDED THAT THE FEES
AND EXPENSES OF SUCH COUNSEL INCURRED AFTER WRITTEN NOTICE FROM THE INDEMNIFYING
PARTY OF ITS ASSUMPTION OF THE DEFENSE THEREOF SHALL BE AT THE EXPENSE OF THE
INDEMNITEE UNLESS: (1) THE EMPLOYMENT OF SUCH COUNSEL HAS BEEN AUTHORIZED BY THE
INDEMNIFYING PARTY, (2) THE INDEMNITEE SHALL HAVE REASONABLY CONCLUDED, AND SO
NOTIFIED THE INDEMNIFYING PARTY, THAT THERE IS AN ACTUAL CONFLICT OF INTEREST
BETWEEN THE INDEMNIFYING PARTY AND THE INDEMNITEE IN THE CONDUCT OF THE DEFENSE
OF SUCH ACTION, IN WHICH EVENT THE INDEMNIFYING PARTY SHALL NOT BE ENTITLED TO
ASSUME THE DEFENSE OF SUCH ACTION, OR (3) THE INDEMNIFYING PARTY SHALL NOT IN
FACT HAVE EMPLOYED COUNSEL TO ASSUME THE DEFENSE OF SUCH ACTION.
(III)
THE INDEMNIFYING PARTY SHALL NOT BE LIABLE TO INDEMNIFY THE
INDEMNITEE UNDER THIS AGREEMENT FOR ANY AMOUNTS PAID IN SETTLEMENT OF ANY ACTION
EFFECTED BY THE INDEMNITEE WITHOUT THE INDEMNIFYING PARTY'S PRIOR WRITTEN
CONSENT, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD;
(IV)
THE INDEMNIFYING PARTY SHALL BE PERMITTED TO SETTLE ANY ACTION,
PROVIDED THAT IT SHALL NOT SETTLE ANY ACTION IN ANY MANNER THAT WOULD IMPOSE ANY
PENALTY OR LIMITATION ON THE INDEMNITEE WITHOUT THE INDEMNITEE'S PRIOR WRITTEN
CONSENT, WHICH CONSENT SHALL NOT BE UNREASONABLY WITHHELD.
(E)
SELLER SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS PURCHASER,
PURCHASER'S SUCCESSORS AND ASSIGNS, AND ALL OF PURCHASER'S OFFICERS, DIRECTORS,
LENDERS, SHAREHOLDERS, BENEFICIAL OWNERS, TRUSTEES, PARTNERS, MEMBERS,
AFFILIATES, AGENTS AND EMPLOYEES (COLLECTIVELY, THE "PURCHASER INDEMNIFIED
PARTIES") FROM AND AGAINST ALL DAMAGES, CLAIMS, LOSSES, JUDGMENTS, AWARDS,
PENALTIES, FINES AND FORFEITURES, TOGETHER WITH REASONABLE ATTORNEYS' FEES AND
RELATED LITIGATION OR ARBITRATION COSTS AND EXPENSES OF SUCH PURCHASER
INDEMNIFIED PARTIES, OF WHATEVER KIND OR NATURE, WITHOUT
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LIMITATION, ASSERTED AGAINST, INCURRED OR SUFFERED BY ANY PURCHASER INDEMNIFIED
PARTY ARISING OUT OF OR RESULTING FROM THE SOUTHERN COMPANY CLAIMS. FOR PURPOSES
HEREOF, "SOUTHERN COMPANY CLAIMS" MEANS ANY LIABILITY OF COMPANY ASSOCIATED WITH
THE FOLLOWING PROOFS OF CLAIM FILED BY THE SOUTHERN COMPANY IN THE BANKRUPTCY
CASE:
PROOFS OF CLAIM NUMBERED 6398, 6442, 8159, AND 8313. SELLER'S OBLIGATIONS
UNDER THIS SECTION 11.02(E) SHALL NOT BE SUBJECT TO THE LIMITATIONS CONTAINED IN
SECTIONS 11.03(B)(I), 11.03(B)(II), 11.03(C) OR ANY OTHER PROVISION OF THIS
AGREEMENT.
(F)
EACH INDEMNIFYING PARTY SHALL HAVE THE RIGHT TO AUDIT, INSPECT
AND COPY THE BOOKS AND RECORDS OF THE INDEMNITEES WITH RESPECT TO A CLAIM FOR
INDEMNIFICATION UNDER THIS SECTION 11.02.
THE INDEMNITEES SHALL COOPERATE